Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-39910 | |
Entity Registrant Name | Oyster Enterprises Acquisition Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3607783 | |
Entity Address, Address Line One | 777 South Flagler Drive | |
Entity Address, Address Line Two | Suite 800W | |
Entity Address, City or Town | West Palm Beach | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 212 | |
Local Phone Number | 888-5500 | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001834226 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock | |
Trading Symbol | OSTRU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | OSTR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment | |
Trading Symbol | OSTRW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 452,840 | $ 39,907 |
Prepaid expenses | 1,979 | |
Total current assets | 454,819 | 39,907 |
Deferred offering costs associated with initial public offering | 396,688 | |
Investments held in Trust Account | 230,009,544 | |
Total assets | 230,464,363 | 436,595 |
Current liabilities: | ||
Accounts payable | 22,815 | 36,595 |
Accrued expenses | 182,424 | 21,000 |
Accrued offering costs | 300,000 | |
Note payable - related party | 75,000 | |
Total current liabilities | 205,239 | 432,595 |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Warrant liabilities | 9,747,000 | |
Total liabilities | 18,002,239 | 432,595 |
Commitments and Contingencies (Note 6) | ||
Class A common stock, $0.0001 par value; 23,000,000 and none shares authorized, issued and outstanding, subject to possible redemption at $10.00 per share, at September 30, 2021 and December 31, 2020, respectively | 230,000,000 | |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 24,425 | |
Retained earnings (Accumulated deficit) | (17,538,451) | (21,000) |
Total Stockholders' (Deficit) Equity | (17,537,876) | 4,000 |
Total Liabilities and Stockholders' (Deficit) Equity | 230,464,363 | 436,595 |
Class B Common Stock | ||
Stockholders' (Deficit) Equity: | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 0 | |
Common shares, shares outstanding | 0 | |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares Authorized | 23,000,000 | 0 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Maximum shares subject to forfeiture | 0 | |
Class B Common Stock | Over-allotment option | ||
Maximum shares subject to forfeiture | 750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative costs | $ 197,279 | $ 478,868 |
Loss from operations | (197,279) | (478,868) |
Other income (expense), net: | ||
Investment income on Trust Account | 3,534 | 9,544 |
Change in fair value of warrant liabilities | 2,888,000 | 7,958,000 |
Transaction costs | (672,964) | |
Total other income (expense), net | 2,891,534 | 7,294,580 |
Net income | $ 2,694,255 | $ 6,815,712 |
Class A Common Stock | ||
Other income (expense), net: | ||
Weighted average shares outstanding Basic | 23,000,000 | 21,080,586 |
Weighted average shares outstanding Diluted | 23,000,000 | 21,080,586 |
Basic earnings per share | $ 0.09 | $ 0.25 |
Diluted earnings per share | $ 0.09 | $ 0.25 |
Class B Common Stock | ||
Other income (expense), net: | ||
Weighted average shares outstanding Basic | 5,750,000 | 5,673,077 |
Weighted average shares outstanding Diluted | 5,750,000 | 5,673,077 |
Basic earnings per share | $ 0.09 | $ 0.25 |
Diluted earnings per share | $ 0.09 | $ 0.25 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Total |
Balance at the beginning at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (21,000) | $ 4,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion for Class A Common Stock to redemption amount | (24,425) | (24,333,163) | (24,357,588) | ||
Net income (loss) | 0 | 7,865,003 | 7,865,003 | ||
Balance at the end at Mar. 31, 2021 | $ 575 | 0 | (16,489,160) | (16,488,585) | |
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 575 | 24,425 | (21,000) | 4,000 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 6,815,712 | ||||
Balance at the end at Sep. 30, 2021 | $ 575 | 0 | (17,538,451) | (17,537,876) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | |||
Balance at the beginning at Mar. 31, 2021 | $ 575 | 0 | (16,489,160) | (16,488,585) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | (3,743,546) | (3,743,546) | ||
Balance at the end at Jun. 30, 2021 | $ 575 | 0 | (20,232,706) | (20,232,131) | |
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 0 | 2,694,255 | 2,694,255 | ||
Balance at the end at Sep. 30, 2021 | $ 575 | $ 0 | $ (17,538,451) | $ (17,537,876) | |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 6,815,712 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Income earned on investments held in Trust Account | (9,544) |
Change in fair value of warrant liabilities | (7,958,000) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,979) |
Accounts payable | 22,815 |
Accrued expenses | 161,424 |
Net cash used in operating activities | (969,572) |
Cash Flows from Investing activities: | |
Investment of cash into Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 225,953,432 |
Proceeds from sale of Private Placement Warrants | 6,550,000 |
Repayment of note payable-related party | (75,000) |
Payment of offering costs | (1,045,927) |
Net cash provided by financing activities | 231,382,505 |
Net increase in cash | 412,933 |
Cash-beginning of the period | 39,907 |
Cash-ending of the period | 452,840 |
Supplemental disclosure of noncash activities: | |
Deferred underwriting fee payable | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Oyster Enterprises Acquisition Corp. (the “ Company Initial Business Combination Securities Act JOBS Act As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“ Initial Public Offering Sponsor and Initial Financing The Company’s sponsor is Oyster Enterprises LLC, a Delaware limited liability company (the “ Sponsor Units Public Shares Over-Allotment Units Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“ Private Placement Private Placement Warrant Private Placement Warrants The Trust Account Upon the closing of the Initial Public Offering and the Private Placement on January 22, 2021 and the sale of Over-Allotment Units on January 28, 2021, an amount of $230.0 million ($10.00 per Unit) of the net proceeds from the Initial Public Offering, the Private Placement and the sale of Over-allotment Units, were placed in a trust account (the “ Trust Account Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the Private Placement deposited in the Trust Account will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of Class A common stock sold as part of the Units (as defined below) (Note 4) in the Initial Public Offering, (the Public Shares), that have been properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to have their Public Shares redeemed or to redeem 100% of the Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the Initial Public Offering, as such period may be extended by a stockholder vote, the (“Combination Period”) or (B) with respect to any other material provision relating to stockholders’ rights or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Initial Business Combination must occur 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 the amount of any deferred underwriting commissions held in the Trust Account and taxes payable on the income earned in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two two If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten The Sponsor and the Company’s directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) (Note 5) held by them if the Company fails to complete an Initial Business Combination during the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination during the Combination Period. Liquidity and Capital Resources and Going Concern As of September 30, 2021, the Company had approximately $453,000 in its operating bank account and working capital surplus of approximately $250,000. The Company’s liquidity needs to date have been satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined below), the loan of up to $350,000 under a promissory note from the Sponsor (see Note 5), and the net proceeds of $724,000 from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the $75,000 outstanding balance of the Note (as defined in Note 5) on January 22, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, Alden Global Capital LLC (“ Alden Global In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Liquidation Date |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s unaudited condensed 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 valued its Public Shares subject to possible redemption. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. 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 a restatement of 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. The Company also restated its net earnings (loss) per share calculation to allocate income and losses shared pro rata between the three classes of shares. The Company has restated the filing periods presented below. There has been no change in the Company’s total assets, liabilities, cash flows or net income (loss). Impact of the Restatement The impact of the restatement on the Company’s previously reported unaudited condensed financial statements is reflected in the following table: As Previously Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021) Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share $ 208,511,410 $ 21,488,590 $ 230,000,000 Stockholders’ Equity (Deficit): Class A common stock, $0.0001 par value $ 215 $ (215) $ — Retained earnings (Accumulated deficit) $ 4,999,215 $ (21,488,375) $ (16,489,160) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (21,488,590) $ (16,488,585) Shares subject to possible redemption 20,851,141 2,148,859 23,000,000 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021) Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share $ 204,767,860 $ 25,232,140 $ 230,000,000 Stockholders’ Equity (Deficit): Class A common stock, $0.0001 par value $ 252 $ (252) $ — Additional paid-in capital $ 898,725 $ (898,725) $ — Retained earnings (Accumulated deficit) $ 4,100,457 $ (24,333,163) $ (20,232,706) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (25,232,140) $ (20,232,131) Shares subject to possible redemption 20,476,786 2,523,214 23,000,000 Statement of Operations for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Weighted average shares outstanding of Class A redeemable common stock 22,739,130 (5,305,797) 17,433,333 Basic and diluted earnings per share, Class A $ 0.00 $ 0.34 $ 0.34 Weighted average shares outstanding of Class B non-redeemable common stock 5,516,667 — 5,516,667 Basic and diluted earnings per share, Class B $ 1.43 $ (1.09) $ 0.34 Statement of Operations for the Three Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock 23,000,000 — 23,000,000 Basic and diluted earnings per share, Class A common stock $ 0.00 $ (0.13) $ (0.13) Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock 5,750,000 — 5,750,000 Basic and diluted earnings per share, Class B common stock $ (0.65) $ 0.52 $ (0.13) Statement of Operations for the Six Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock 22,887,500 (2,655,456) 20,232,044 Basic and diluted earnings per share, Class A common stock $ 0.00 $ 0.16 $ 0.16 Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock 5,633,978 — 5,633,978 Basic and diluted earnings per share, Class B common stock $ 0.73 $ (0.57) $ 0.16 Statement of Cash Flows for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Disclosure of initial classification of common stock subject to possible redemption $ 199,973,440 $ (199,973,440) $ — Disclosure of change in value of Class A common stock subject to possible redemption $ 8,537,960 $ (8,537,960) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Disclosure of initial classification of common stock subject to possible redemption $ 199,973,448 $ (199,973,448) $ — Disclosure of change in value of Class A common stock subject to possible redemption $ 4,794,412 $ (4,794,412) $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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 interim periods. Use of Estimates The preparation of 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates. Emerging Growth Company The Company is an emerging growth company, as defined in 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 accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of September 30, 2021 and December 31, 2020, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act. 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. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account. Risks and Uncertainties Management is continuing 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, closing of the Initial Public Offering and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of September 30, 2021, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liabilities are recognized at fair value. Warrant Liabilities 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’s 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 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 statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods where there was no trading price, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement warrants were measured using a Monte Carlo simulation model (see Note 9). For periods subsequent to the detachment of the warrants from the Units, including September 30, 2021, the closing price of the Public Warrants was used as the fair value of both the Public Warrants and Private Placement Warrants as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. 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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 23,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 book 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 Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (11,155,000) Class A common stock issuance costs $ (13,202,588) Plus: Accretion of carrying value to redemption value $ 24,357,588 Class A common stock subject to possible redemption $ 230,000,000 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares of $13,202,588 were charged to additional paid in capital in stockholders’ equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Public Warrants were expensed in general and administrative costs in the condensed statement of operations. Net Earnings Per Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net earnings (loss) per common share is computed by dividing the pro rata net earnings (loss) between the Class A common shares and the Class B common shares by the weighted average number of shares of common stock outstanding for each of the periods. The Company has not considered the effect of the Public Warrants and Private Placement Warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2021 (in dollars, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock $ 2,155,404 $ 5,370,450 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 21,080,586 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.09 $ 0.25 Non-Redeemable Class B Common Stock Numerator: Net income allocable to Class B Common Stock $ 538,851 $ 1,445,262 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,673,077 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.09 $ 0.25 As of September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. 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 provision for income taxes was deemed to be de minimis for the three and nine months ended September 30, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements, other than as described below. 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). The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The guidance can be adopted using a modified retrospective method or a fully retrospective method. The amendments are effective for fiscal years beginning after December 15, 2021 for public entities, excluding those that are smaller reporting companies. For all other entities the amendments are effective for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of adopting ASU 2020-06 on its financial statements. The Company does not expect that the changes in equity classification guidance will impact the Company’s classification of its warrant liabilities. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $12.2 million, inclusive of $7.0 million in deferred underwriting commissions. On January 28, 2021, the Company consummated the sale of an additional of 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of their over-allotment option, generating additional gross proceeds of $30.0 million, and incurring additional offering costs of approximately $1.7 million, inclusive of approximately $1.1 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “ Public Shares one Public Warrant |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 16, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock (the “ Founder Shares The Founder Shares are identical to the Class A common stock included in the Units being sold in the Initial Public Offering except that the holders of the Founder Shares have the right to elect all of the directors prior to the Initial Business Combination, the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights and certain transfer restrictions, as described in more detail below. The Sponsor and the Company’s officers and directors have agreed, and any other permitted holders of the Founder Shares will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s 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 the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “ Private Placement Warrants Warrants Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed during the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. The Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The holders of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans The Sponsor had agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note In addition, in order to fund finance costs in connection with the Initial Business Combination, the Sponsor or any other affiliate of the Sponsor, or the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Warrants will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement entered into by the Company on January 19, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the closing date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the public offering price less underwriting discounts. Any Units issued or sold under the option will be issued and sold on the same terms and conditions as the other Units in the Initial Public Offering. On January 28, 2021, the Company consummated the sale of an additional 3,000,000 Units at the Initial Public Offering price of $10.00 per Unit pursuant to the full exercise by the underwriters of the over-allotment option. The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering. An additional fee (the “ Deferred Discount In connection with the consummation of the sale of the additional Units pursuant to the underwriters’ full exercise of the over-allotment option, on January 28, 2021, the underwriters were entitled to an aggregate of $0.6 million in fees payable upon closing and an additional deferred underwriting commissions of approximately $1.1 million. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock Class A Common Stock — outstanding If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. The shares of Class A common stock are redeemable upon the consummation of the Company’s Initial Business Combination, subject to limitation described in Note 1. In addition, if the Company is unable to complete the Initial Business Combination within the Combination Period Class B Common Stock — The shares of Class B common stock shall automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustments pursuant to certain anti-dilution rights described in Note 5. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law and except that, prior to the Initial Business Combination, only holders of the Class B common stock will have the right to vote on the election of directors and only a majority of such holders may remove a member of the Company’s board of directors for any reason. Each share of common stock has one vote on all such matters. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 8 — Warrants As of September 30, 2021, the Company has outstanding warrants to purchase an aggregate of 18,050,000 shares of the Company’s Class A common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the over-allotment). Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and the Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon 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 non-redeemable in certain redemption scenarios and will be exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Once the Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of the Class A common stock on each of 20 trading days within the 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). 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. In addition, once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table to be described in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of 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. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and, (i) 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, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A 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, and the $10.00 per share redemption trigger price described above will be adjusted to the nearest cent, to be equal to the higher of the Newly Issued Price and the Market Value. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete the Initial 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 respect to such Warrants. Accordingly, the Warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, assets held in the Trust Account were comprised of $230,009,544 in money market funds that trade in U.S. Treasury securities. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. As of September 30, 2021, there were 11,500,000 Public Warrants and 6,550,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of September 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,009,544 $ — $ — $ 230,009,544 Financial Liabilities Warrant liabilities – Public Warrants $ 6,210,000 $ — $ — $ 6,210,000 Warrant liabilities – Private Placement Warrants $ — $ 3,537,000 $ — $ 3,537,000 On issuance, the Company utilized a Monte Carlo simulation model to value the warrants. As of September 30, 2021 the Company is using the fair value of the Public Warrants to value the Private Placement Warrants. As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 to a Level 1 following the detachment of the Public Warrants from the Units on March 12, 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on July 1, 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. There were no other transfers between levels of the hierarchy for the three and nine months ended September 30, 2021. The change in the fair value of warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021 is summarized as follows: Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 $ 9,025,000 Transfer of Public Warrants to Level 1 (5,750,000) Change in fair value of warrant liabilities 1,310,000 Warrant liabilities at June 30, 2021 $ 4,585,000 Transfer of Private Warrants to Level 2 (4,585,000) Warrant liabilities at September 30, 2021 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
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 financial statements were issued. Other than the restatement described in Note 2 above and described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On December 30, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to its Sponsor, which provides for borrowings from time to time of up to an aggregate of $1,500,000, and the Company borrowed $500,000 under the Promissory Note on the same date. The proceeds of the Promissory Note will be used for working capital purposes. The Promissory Note does not bear interest and is repayable in full upon consummation of the Company’s Initial Business Combination. If the Company does not complete its Initial Business Combination, the Promissory Note shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering. Upon the consummation of the Initial Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Promissory Note, in whole or in part, into that number of warrants to purchase one share of Class A common stock of the Company (the “Working Capital Warrants”) equal to the principal amount of the Promissory Note so converted divided by $1.00. The terms of the Working Capital Warrants will be identical to the terms of the Private Placement Warrants. The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately due and payable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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 interim periods. |
Use of Estimates | Use of Estimates The preparation of 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 expenses during the reporting period. These estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and warrants, (ii) measurement of warrant liabilities, (iii) income taxes, and (iv) legal contingencies. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company, as defined in 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 accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.07 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. |
Cash | Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of September 30, 2021 and December 31, 2020, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were invested in money market funds that trade in U.S. Treasury securities, meeting the conditions of Rule 2a-7 of the Investment Company Act. |
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. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on the account and management believes the Company is not exposed to significant risks on its account. |
Risks and Uncertainties | Risks and Uncertainties Management is continuing 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, closing of the Initial Public Offering and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. As of September 30, 2021, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of money market funds invested in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. The warrant liabilities are recognized at fair value. |
Warrant Liabilities | Warrant Liabilities 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’s 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 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 statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. For periods where there was no trading price, the fair value of the Public Warrants has been estimated using a Black-Scholes option pricing model and the Private Placement warrants were measured using a Monte Carlo simulation model (see Note 9). For periods subsequent to the detachment of the warrants from the Units, including September 30, 2021, the closing price of the Public Warrants was used as the fair value of both the Public Warrants and Private Placement Warrants as of each relevant date. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. 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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 23,000,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 book 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 Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (11,155,000) Class A common stock issuance costs $ (13,202,588) Plus: Accretion of carrying value to redemption value $ 24,357,588 Class A common stock subject to possible redemption $ 230,000,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering. Total offering costs amounting to $13,875,552, comprised of $12,650,000 of underwriting fees, and $1,225,552 of other offering costs, were allocated between the proceeds of the Class A shares and Public Warrants issued based on the relative fair value method. The offering costs allocated to the Class A shares of $13,202,588 were charged to additional paid in capital in stockholders’ equity upon the completion of the Initial Public Offering. Issuance costs of $672,694 attributed to the Public Warrants were expensed in general and administrative costs in the condensed statement of operations. |
Net Earnings Per Share | Net Earnings Per Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net earnings (loss) per common share is computed by dividing the pro rata net earnings (loss) between the Class A common shares and the Class B common shares by the weighted average number of shares of common stock outstanding for each of the periods. The Company has not considered the effect of the Public Warrants and Private Placement Warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 18,050,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of such warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2021 (in dollars, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock $ 2,155,404 $ 5,370,450 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 21,080,586 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.09 $ 0.25 Non-Redeemable Class B Common Stock Numerator: Net income allocable to Class B Common Stock $ 538,851 $ 1,445,262 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,673,077 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.09 $ 0.25 As of September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is subject to income tax examinations by major taxing authorities since inception. 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 provision for income taxes was deemed to be de minimis for the three and nine months ended September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a significant effect on the Company’s financial statements, other than as described below. 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). The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The guidance can be adopted using a modified retrospective method or a fully retrospective method. The amendments are effective for fiscal years beginning after December 15, 2021 for public entities, excluding those that are smaller reporting companies. For all other entities the amendments are effective for fiscal years beginning after December 15, 2023. The Company is currently assessing the potential impact of adopting ASU 2020-06 on its financial statements. The Company does not expect that the changes in equity classification guidance will impact the Company’s classification of its warrant liabilities. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Financial Statements | |
Schedule of restatement on the Company's previously reported unaudited condensed financial statements | As Previously Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021) Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share $ 208,511,410 $ 21,488,590 $ 230,000,000 Stockholders’ Equity (Deficit): Class A common stock, $0.0001 par value $ 215 $ (215) $ — Retained earnings (Accumulated deficit) $ 4,999,215 $ (21,488,375) $ (16,489,160) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (21,488,590) $ (16,488,585) Shares subject to possible redemption 20,851,141 2,148,859 23,000,000 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 13, 2021) Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share $ 204,767,860 $ 25,232,140 $ 230,000,000 Stockholders’ Equity (Deficit): Class A common stock, $0.0001 par value $ 252 $ (252) $ — Additional paid-in capital $ 898,725 $ (898,725) $ — Retained earnings (Accumulated deficit) $ 4,100,457 $ (24,333,163) $ (20,232,706) Total Stockholders’ Equity (Deficit) $ 5,000,009 $ (25,232,140) $ (20,232,131) Shares subject to possible redemption 20,476,786 2,523,214 23,000,000 Statement of Operations for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Weighted average shares outstanding of Class A redeemable common stock 22,739,130 (5,305,797) 17,433,333 Basic and diluted earnings per share, Class A $ 0.00 $ 0.34 $ 0.34 Weighted average shares outstanding of Class B non-redeemable common stock 5,516,667 — 5,516,667 Basic and diluted earnings per share, Class B $ 1.43 $ (1.09) $ 0.34 Statement of Operations for the Three Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock 23,000,000 — 23,000,000 Basic and diluted earnings per share, Class A common stock $ 0.00 $ (0.13) $ (0.13) Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock 5,750,000 — 5,750,000 Basic and diluted earnings per share, Class B common stock $ (0.65) $ 0.52 $ (0.13) Statement of Operations for the Six Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Basic and diluted weighted average shares outstanding of Class A redeemable common stock common stock 22,887,500 (2,655,456) 20,232,044 Basic and diluted earnings per share, Class A common stock $ 0.00 $ 0.16 $ 0.16 Basic and diluted weighted average shares outstanding of Class B non-redeemable common stock common stock 5,633,978 — 5,633,978 Basic and diluted earnings per share, Class B common stock $ 0.73 $ (0.57) $ 0.16 Statement of Cash Flows for the Three Months Ended March 31, 2021 (per form 10-Q filed on May 24, 2021) Disclosure of initial classification of common stock subject to possible redemption $ 199,973,440 $ (199,973,440) $ — Disclosure of change in value of Class A common stock subject to possible redemption $ 8,537,960 $ (8,537,960) $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (per form 10-Q filed on August 13, 2021) Disclosure of initial classification of common stock subject to possible redemption $ 199,973,448 $ (199,973,448) $ — Disclosure of change in value of Class A common stock subject to possible redemption $ 4,794,412 $ (4,794,412) $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of common stock subject to possible redemption | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants $ (11,155,000) Class A common stock issuance costs $ (13,202,588) Plus: Accretion of carrying value to redemption value $ 24,357,588 Class A common stock subject to possible redemption $ 230,000,000 |
Schedule of Net Earnings per Share | Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock $ 2,155,404 $ 5,370,450 Denominator: Weighted Average Redeemable Class A Common Stock, Basic and Diluted 23,000,000 21,080,586 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.09 $ 0.25 Non-Redeemable Class B Common Stock Numerator: Net income allocable to Class B Common Stock $ 538,851 $ 1,445,262 Denominator: Weighted Average Non-Redeemable Class B Common Stock, Basic and Diluted 5,750,000 5,673,077 Earnings/Basic and Diluted Non-Redeemable Class B Common Stock $ 0.09 $ 0.25 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | As of September 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets Investments held in Trust Account $ 230,009,544 $ — $ — $ 230,009,544 Financial Liabilities Warrant liabilities – Public Warrants $ 6,210,000 $ — $ — $ 6,210,000 Warrant liabilities – Private Placement Warrants $ — $ 3,537,000 $ — $ 3,537,000 |
Schedule of changes in the fair value of warrant liabilities | Warrant liabilities at January 22, 2021 $ — Initial measurement of Public Warrants, at issuance 11,155,000 Initial measurement of Private Placement Warrants, at issuance 6,550,000 Change in fair value of warrant liabilities (8,680,000) Warrant liabilities at March 31, 2021 $ 9,025,000 Transfer of Public Warrants to Level 1 (5,750,000) Change in fair value of warrant liabilities 1,310,000 Warrant liabilities at June 30, 2021 $ 4,585,000 Transfer of Private Warrants to Level 2 (4,585,000) Warrant liabilities at September 30, 2021 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Jan. 28, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)$ / sharesshares | Oct. 22, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ 6,550,000 | ||||
Cash held outside the Trust Account | 452,840 | $ 39,907 | |||
Condition for future business combination number of businesses minimum | 1 | ||||
Payments for investment of cash in Trust Account | $ 230,000,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||||
Minimum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | ||||
Operating bank accounts | 453,000 | ||||
Working capital | 250,000 | ||||
Loan | 350,000 | ||||
Net Proceeds | $ 724,000 | ||||
Repaid | $ 75,000 | ||||
Redemption period upon closure | 10 days | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 25,000 | ||||
Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 20,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 200,000,000 | ||||
Proceeds from sale of Private Placement Warrants | 200,000,000 | ||||
Deferred underwriting fee payable | $ 1,100,000 | 7,000,000 | |||
Other offering costs | $ 1,700,000 | 12,200,000 | 1,225,552 | ||
Payments for investment of cash in Trust Account | $ 100,000 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Maximum Net Interest To Pay Dissolution Expenses | $ 100,000 | ||||
Months to complete acquisition | 24 months | ||||
Initial Public Offering. | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share Price | $ / shares | $ 10 | ||||
Sale of Over Allotment Units | $ 230,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 600,000 | 5,950,000 | 5,950,000 | ||
Price of warrant | $ / shares | $ 1 | $ 1 | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 600,000 | $ 5,950,000 | $ 5,950,000 | ||
Private Placement | Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 4,450,000 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 3,000,000 | 3,000,000 | |||
Share Price | $ / shares | $ 10 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 30,000,000 | ||||
Deferred underwriting fee payable | $ 600,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 600,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 600,000 | ||||
Over-allotment option | Sponsor | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 375,000 | ||||
Class A Common Stock | Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 20,000,000 | ||||
Share Price | $ / shares | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |
Additional paid-in capital | $ 24,425 | |||
Accumulated deficit | (17,538,451) | $ (20,232,706) | $ (16,489,160) | $ (21,000) |
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Class A Common Stock | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Restatement on the Company's previously reported unaudited condensed financial statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Balance Sheet | ||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |
Stockholders' Equity: | ||||||
Additional paid-in capital | $ 24,425 | |||||
Retained earnings (Accumulated deficit) | (17,538,451) | (20,232,706) | (16,489,160) | (20,232,706) | (17,538,451) | (21,000) |
Total Stockholders' Equity (Deficit) | $ (17,537,876) | $ (20,232,131) | $ (16,488,585) | $ (20,232,131) | $ (17,537,876) | $ 4,000 |
Shares subject to possible redemption | 23,000,000 | 23,000,000 | 23,000,000 | |||
As Previously Reported | ||||||
Balance Sheet | ||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | $ 204,767,860 | $ 208,511,410 | $ 204,767,860 | |||
Stockholders' Equity: | ||||||
Additional paid-in capital | 898,725 | 898,725 | ||||
Retained earnings (Accumulated deficit) | 4,100,457 | 4,999,215 | 4,100,457 | |||
Total Stockholders' Equity (Deficit) | $ 5,000,009 | $ 5,000,005 | $ 5,000,009 | |||
Shares subject to possible redemption | 20,476,786 | 20,851,141 | 20,476,786 | |||
Statement of Cash Flows | ||||||
Initial Classification Of Common Stock Subject To Possible Redemption | $ 199,973,440 | $ 199,973,448 | ||||
Disclosure of change in value of Class A common stock subject to possible redemption | 8,537,960 | 4,794,412 | ||||
Adjustment | ||||||
Balance Sheet | ||||||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | $ 25,232,140 | 21,488,590 | 25,232,140 | |||
Stockholders' Equity: | ||||||
Additional paid-in capital | (898,725) | (898,725) | ||||
Retained earnings (Accumulated deficit) | (24,333,163) | (21,488,375) | (24,333,163) | |||
Total Stockholders' Equity (Deficit) | $ (25,232,140) | $ (21,488,590) | $ (25,232,140) | |||
Shares subject to possible redemption | 2,523,214 | 2,148,859 | 2,523,214 | |||
Statement of Cash Flows | ||||||
Initial Classification Of Common Stock Subject To Possible Redemption | $ (199,973,440) | $ (199,973,448) | ||||
Disclosure of change in value of Class A common stock subject to possible redemption | $ (8,537,960) | $ (4,794,412) | ||||
Class A Common Stock | ||||||
Stockholders' Equity: | ||||||
Shares subject to possible redemption at $10.00 per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 |
Common shares, par value, (per share) | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Statement of Operations | ||||||
Weighted average shares outstanding Basic | 23,000,000 | 23,000,000 | 17,433,333 | 20,232,044 | 21,080,586 | |
Weighted average shares outstanding Diluted | 23,000,000 | 23,000,000 | 17,433,333 | 20,232,044 | 21,080,586 | |
Basic earnings per share | $ 0.09 | $ (0.13) | $ 0.34 | $ 0.16 | $ 0.25 | |
Diluted earnings per share | $ 0.09 | $ (0.13) | $ 0.34 | $ 0.16 | $ 0.25 | |
Class A Common Stock | As Previously Reported | ||||||
Stockholders' Equity: | ||||||
Common stock | $ 252 | $ 215 | $ 252 | |||
Statement of Operations | ||||||
Weighted average shares outstanding Basic | 23,000,000 | 22,739,130 | 22,887,500 | |||
Weighted average shares outstanding Diluted | 23,000,000 | 22,739,130 | 22,887,500 | |||
Basic earnings per share | $ 0 | $ 0 | $ 0 | |||
Diluted earnings per share | $ 0 | $ 0 | $ 0 | |||
Class A Common Stock | Adjustment | ||||||
Stockholders' Equity: | ||||||
Common stock | $ (252) | $ (215) | $ (252) | |||
Statement of Operations | ||||||
Weighted average shares outstanding Basic | (5,305,797) | (2,655,456) | ||||
Weighted average shares outstanding Diluted | 0 | (5,305,797) | (2,655,456) | |||
Basic earnings per share | $ (0.13) | $ 0.34 | $ 0.16 | |||
Diluted earnings per share | $ (0.13) | $ 0.34 | $ 0.16 | |||
Class B Common Stock | ||||||
Stockholders' Equity: | ||||||
Common stock | $ 575 | $ 575 | $ 575 | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Statement of Operations | ||||||
Weighted average shares outstanding Basic | 5,750,000 | 5,750,000 | 5,516,667 | 5,633,978 | 5,673,077 | |
Weighted average shares outstanding Diluted | 5,750,000 | 5,516,667 | 5,633,978 | 5,673,077 | ||
Basic earnings per share | $ 0.09 | $ (0.13) | $ 0.34 | $ 0.16 | $ 0.25 | |
Diluted earnings per share | $ 0.09 | $ (0.13) | $ 0.34 | $ 0.16 | $ 0.25 | |
Class B Common Stock | As Previously Reported | ||||||
Statement of Operations | ||||||
Weighted average shares outstanding Basic | 5,750,000 | 5,516,667 | 5,633,978 | |||
Weighted average shares outstanding Diluted | 5,750,000 | 5,516,667 | 5,633,978 | |||
Basic earnings per share | $ (0.65) | $ 1.43 | $ 0.73 | |||
Diluted earnings per share | $ (0.65) | $ 1.43 | $ 0.73 | |||
Class B Common Stock | Adjustment | ||||||
Statement of Operations | ||||||
Weighted average shares outstanding Diluted | 0 | 0 | 0 | |||
Basic earnings per share | $ 0.52 | $ (1.09) | $ (0.57) | |||
Diluted earnings per share | $ 0.52 | $ (1.09) | $ (0.57) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jan. 28, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
Federal Depository Insurance Coverage | 250,000 | 250,000 | |||||
Issuance costs attributed to the Private Warrants | 672,964 | ||||||
Interest income earned on the Trust Account | 3,534 | 9,544 | |||||
Net income (loss) | 2,694,255 | $ (3,743,546) | $ 7,865,003 | $ 6,815,712 | |||
Non-redeemable securities that are dilutive | 0 | ||||||
Unrecognized tax benefits | 0 | $ 0 | 0 | ||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||||
Class A Common Stock | |||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | 0 | ||||
Anti-dilutive securities attributable to warrants (in shares) | 18,050,000 | ||||||
Initial Public Offering. | |||||||
Offering costs | $ 13,875,552 | $ 13,875,552 | |||||
Underwriting fees | 12,650,000 | 12,650,000 | |||||
Other offering costs | 1,225,552 | 1,225,552 | $ 1,700,000 | $ 12,200,000 | |||
Issuance costs attributed to the Private Warrants | 672,694 | ||||||
Initial Public Offering. | Class A Common Stock | |||||||
Offering costs | $ 13,202,588 | $ 13,202,588 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Proceeds allocated to Public Warrants | $ (6,550,000) | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | 230,000,000 | $ 230,000,000 | $ 230,000,000 |
Class A common stock subject to possible redemption | Public Warrants | |||
Gross proceeds | 230,000,000 | ||
Proceeds allocated to Public Warrants | (11,155,000) | ||
Class A common stock issuance costs | (13,202,588) | ||
Accretion of carrying value to redemption value | 24,357,588 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption at $10.00 per share | $ 230,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Net Earnings Per Share | ||||
Net income allocable to Class B Ordinary Shares | $ 2,694,255 | $ (3,743,546) | $ 7,865,003 | $ 6,815,712 |
Redeemable Class A Ordinary Shares | ||||
Net Earnings Per Share | ||||
Earnings allocable to Redeemable Shares | $ 2,155,404 | $ 5,370,450 | ||
Weighted average shares outstanding, basic | 23,000,000 | 21,080,586 | ||
Basic net loss per common share | $ 0.09 | $ 0.25 | ||
Diluted net loss per common share | $ 0.09 | $ 0.25 | ||
Non-Redeemable Class B Ordinary Shares | ||||
Net Earnings Per Share | ||||
Net income allocable to Class B Ordinary Shares | $ 538,851 | $ 1,445,262 | ||
Weighted average shares outstanding, basic | 5,750,000 | 5,673,077 | ||
Basic net loss per common share | $ 0.09 | $ 0.25 | ||
Diluted net loss per common share | $ 0.09 | $ 0.25 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Payment of offering costs | $ 1,045,927 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 8,050,000 | ||
Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Payment of offering costs | 12,200,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 7,000,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 3,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 30,000,000 | ||
Payment of offering costs | 1,700,000 | ||
Deferred underwriting commissions in connection with the initial public offering | $ 1,100,000 | ||
Class A Common Stock | Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 20,000,000 | ||
Class A Common Stock | Initial Public Offering. | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 28, 2021shares | Nov. 16, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)D$ / sharesshares | Dec. 31, 2020shares |
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 0 | 750,000 | ||
Conversation ratio of common stock | 1 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share Price | $ / shares | $ 0.004 | |||
Shares subject to forfeiture | 750,000 | 0 | ||
Number of units sold | 3,000,000 | |||
Conversation ratio of common stock | 1 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Sponsor | Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 6,550,000 | ||
Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 600,000 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 600,000 | ||
Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 600,000 | 5,950,000 | 5,950,000 |
Price of warrant | $ 1 | $ 1 | $ 1 |
Proceeds from sale of Private Placement Warrants | $ 600,000 | $ 5,950,000 | $ 5,950,000 |
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Restrictions on transfer period of time after business combination completion | 30 days | ||
Sponsor | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 375,000 | ||
Sponsor | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 4,450,000 | ||
Imperial Capital, LLC | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 180,000 | ||
Imperial Capital, LLC | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 1,200,000 | ||
I-Bankers Securities, Inc | Over-allotment option | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 45,000 | ||
I-Bankers Securities, Inc | Private Placement | Private Placement Warrants | |||
Related Party Transaction [Line Items] | |||
Sale of Private Placement Warrants (in shares) | 300,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) | Jan. 22, 2021USD ($) | Sep. 30, 2021USD ($)loan$ / shares | Dec. 31, 2020USD ($)loan |
Related Party Transaction [Line Items] | |||
Repayment of promissory note - related party | $ 75,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | 350,000 | ||
Outstanding balance of related party note | $ 75,000 | ||
Repayment of promissory note - related party | $ 75,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Number of loan agreements with related party | loan | 0 | 0 | |
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ / shares | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 28, 2021 | Jan. 22, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting cash discount per unit | 2.00% | ||
Deferred discount | 3.50% | ||
Additional deferred underwriting commissions | $ 8,050,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of days granted to purchase from the close of initial public offering | 45 days | ||
Number of units sold | 3,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 | ||
Deferred underwriting fee payable | $ 600,000 | ||
Additional deferred underwriting commissions | $ 1,100,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock Shares (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Sep. 30, 2021Vote$ / sharesshares | Jun. 30, 2021$ / shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | ||
Common shares, shares outstanding (in shares) | 0 | ||
Total common shares, shares outstanding (in shares) | 23,000,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Shares subject to forfeiture | 0 | 750,000 | |
Aggregated shares issued upon converted basis (in percent) | 20.00% | ||
Conversation ratio of common stock | 1 | ||
Common shares, votes per share | Vote | 1 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 9 Months Ended |
Sep. 30, 2021item$ / sharesshares | |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Threshold issue price per share | $ 9.20 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 6,550,000 |
Threshold period for not to transfer, assign or sell any of the shares or warrants, after the completion of the initial business combination | 30 days |
Private Placement Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 18,050,000 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 11,500,000 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Public Warrants expiration term | 5 years |
Public Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Threshold issue price per share | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Threshold consecutive trading days for redemption of public warrants | 20 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | item | 20 |
Threshold number of business days before sending notice of redemption to warrant holders | 30 days |
Share price trigger used to measure dilution of warrant | $ 18 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Share price trigger used to measure dilution of warrant | $ 10 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Fair Value Measurements - Gener
Fair Value Measurements - General Information (Details) | Sep. 30, 2021USD ($) |
Fair Value Measurements | |
Investments held in Trust Account | $ 230,009,544 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrants Outstanding (Details) | Sep. 30, 2021shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 11,500,000 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 6,550,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Assets: | |
Investments held in Trust Account | $ 230,009,544 |
Recurring | |
Assets: | |
Investments held in Trust Account | 230,009,544 |
Recurring | Public Warrants | |
Liabilities: | |
Warrant liabilities | 6,210,000 |
Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liabilities | 3,537,000 |
Level 1 | Recurring | |
Assets: | |
Investments held in Trust Account | 230,009,544 |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrant liabilities | 6,210,000 |
Level 2 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrant liabilities | $ 3,537,000 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Fair Value Measurements | ||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 | 0 |
Fair value assets transferred into (out of) level 3 | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Warrant Liabilities (Details) - Level 3 - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Warrant liabilities at beginning of period | $ 4,585,000 | $ 9,025,000 | |
Change in fair value of warrant liabilities | $ (8,680,000) | 1,310,000 | |
Warrant liabilities at end of period | 9,025,000 | 4,585,000 | |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Issuance of Warrants | 11,155,000 | ||
Transfer of Warrants | $ (5,750,000) | ||
Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Issuance of Warrants | $ 6,550,000 | ||
Transfer of Warrants | $ (4,585,000) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events. | Dec. 30, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Conversion Price of Warrant | $ / shares | $ 1 |
Unsecured Promissory Note | Sponsor | |
Subsequent Event [Line Items] | |
Maximum Borrowing capacity | $ 1,500,000 |
Amount borrowed | $ 500,000 |