Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40467 | |
Entity Registrant Name | IRON SPARK I INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1693305 | |
Entity Address, Address Line One | 125 N Cache St. | |
Entity Address, City or Town | Jackson | |
Entity Address State Or Province | WY | |
Entity Address, Postal Zip Code | 83001 | |
City Area Code | 307 | |
Local Phone Number | 200-9007 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ISAA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001845601 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,870,800 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,170,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets: | ||
Cash | $ 668,231 | |
Prepaid expenses and other current assets | 478,221 | |
Total current assets | 1,146,452 | |
Investments held in Trust Account | 172,641,533 | |
Total assets | 173,787,985 | |
Current liabilities: | ||
Due to related parties | 59,229 | |
Accrued expenses | 31,000 | |
Franchise taxes payable | 137,534 | |
Total current liabilities | 227,763 | |
Deferred underwriting fee payable | 5,838,000 | |
Total liabilities | 6,065,763 | |
Commitments (Note 7) | ||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 166,800,000 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 2,416,975 | |
Accumulated deficit | (1,495,289) | |
Total stockholders' equity | 922,222 | |
Total liabilities and stockholders' equity | 173,787,985 | |
Class A Common Stock | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 166,800,000 | |
Stockholders' Equity | ||
Common stock | 119 | |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 417 | [1] |
[1] | Includes the forfeiture of 142,500 shares of Class B common stock which were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On June 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021 (see Note 7). As a result, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding (see Note 6). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jul. 26, 2021 | Jun. 16, 2021 | Feb. 03, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Over-allotment option | |||||
Number of shares issued | 1,680,000 | 1,680,000 | |||
Shares not exercised and expired | 570,000 | ||||
Class A Common Stock | Over-allotment option | |||||
Number of shares issued | 1,680,000 | ||||
Class B Common Stock | |||||
Common shares, shares outstanding | 562,500 | 4,170,000 | |||
Class B Common Stock | Sponsor | |||||
Common shares, shares outstanding | 4,170,000 | ||||
Number of shares issued | 5,031,250 | ||||
Class B Common Stock | Over-allotment option | Sponsor | |||||
Common shares, shares outstanding | 1,190,800 | ||||
Number of shares issued | 1,680,000 | ||||
Maximum shares subject to forfeiture | 142,500 | 142,500 | |||
Class A Common Stock Subject to Redemption | |||||
Shares subject to possible redemption | 16,680,000 | ||||
Common Stock | Class A Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 100,000,000 | ||||
Common shares, shares issued | 17,870,800 | ||||
Common shares, shares outstanding | 1,190,800 | ||||
Number of shares issued | 0 | ||||
Common Stock | Class B Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares, shares authorized | 10,000,000 | ||||
Common shares, shares issued | 4,170,000 | ||||
Number of shares issued | 4,312,500 | ||||
Common Stock | Class A Common Stock Subject to Redemption | |||||
Shares subject to possible redemption | 16,680,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
Operating and formation costs | $ 374,016 | $ 527,288 |
Loss from operations | (374,016) | (527,288) |
Other income: | ||
Interest income on Trust Account | 3,533 | 3,533 |
Franchise taxes expense | (137,534) | (137,534) |
Net loss | $ (508,017) | $ (661,289) |
Basic weighted average shares outstanding | 22,079,948 | 11,971,878 |
Diluted weighted average shares outstanding | 22,079,948 | 11,971,878 |
Basic net loss per share of common stock | $ (0.02) | $ (0.06) |
Diluted net loss per share of common stock | $ (0.02) | $ (0.06) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Initial Public Offering | Private Placement | Class A Common StockCommon Stock | Class A Common Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class B common stock to Sponsors | $ 0 | $ 431 | 24,569 | 0 | 25,000 | |||
Issuance of Class B common stock to Sponsors (in shares) | 0 | 4,312,500 | ||||||
Net loss | 0 | (1,300) | (1,300) | |||||
Balance at the end at Mar. 31, 2021 | $ 431 | 24,569 | (1,300) | 23,700 | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 4,312,500 | |||||||
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (9,492,734) | |||||||
Balance at the end at Jun. 30, 2021 | $ 119 | $ 431 | 2,416,961 | (153,272) | 2,264,239 | |||
Balance at the end (in shares) at Jun. 30, 2021 | 1,190,800 | 4,312,500 | ||||||
Balance at the beginning at Jan. 21, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Balance at the beginning (in shares) at Jan. 21, 2021 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class B common stock to Sponsors (in shares) | 16,680,000 | 100,800 | ||||||
Offering costs | (9,515,489) | |||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | $ (9,492,734) | |||||||
Net loss | $ (436,538) | $ (224,751) | (661,289) | |||||
Balance at the end at Sep. 30, 2021 | $ 119 | $ 417 | 2,416,975 | (1,495,289) | 922,222 | |||
Balance at the end (in shares) at Sep. 30, 2021 | 1,190,800 | 4,170,000 | ||||||
Balance at the beginning at Mar. 31, 2021 | $ 431 | 24,569 | (1,300) | 23,700 | ||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 4,312,500 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | $ 119 | $ 0 | 11,885,126 | 0 | 11,885,245 | |||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares) | 1,190,800 | 0 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (9,492,734) | 0 | (9,492,734) | |||||
Net loss | 0 | (151,972) | (151,972) | |||||
Balance at the end at Jun. 30, 2021 | $ 119 | $ 431 | 2,416,961 | (153,272) | 2,264,239 | |||
Balance at the end (in shares) at Jun. 30, 2021 | 1,190,800 | 4,312,500 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Payment of dividend to Class A Public Shareholders | $ 0 | $ 0 | 0 | (834,000) | (834,000) | |||
Forfeiture of Class B common stock | $ (14) | 14 | 0 | 0 | ||||
Forfeiture of Class B common stock (in shares) | (142,500) | |||||||
Net loss | (411,173) | $ (96,844) | 0 | (508,017) | (508,017) | |||
Balance at the end at Sep. 30, 2021 | $ 119 | $ 417 | $ 2,416,975 | $ (1,495,289) | $ 922,222 | |||
Balance at the end (in shares) at Sep. 30, 2021 | 1,190,800 | 4,170,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Jun. 30, 2021shares | |
Common Stock | Class A Common Stock | |
Sale of private placement to Sponsor, net of offering costs | 1,190,800 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (661,289) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income on investments held in Trust Account | (3,533) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (478,221) |
Due to related parties | (12,134) |
Accrued expenses | 31,000 |
Franchise taxes payable | 137,534 |
Net cash used in operating activities | (986,643) |
Cash Flows from Investing Activities: | |
Cash deposited into Trust Account | (173,472,000) |
Net cash used in investing activities | (173,472,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of common stock to Sponsor | 25,000 |
Advance from related party | 60,000 |
Proceeds from initial public offering, net of underwriter's discount paid | 163,464,000 |
Proceeds from sale of Private Placement Shares | 11,908,000 |
Payment of offering costs | (330,126) |
Net cash provided by financing activities | 175,126,874 |
Net Change in Cash | 668,231 |
Cash - End of Period | 668,231 |
Supplemental disclosures of noncash investing and financing activities: | |
Deferred offering costs included in due to related parties | 11,363 |
Deferred underwriting fee payable | 5,838,000 |
Class A Common Stock | |
Supplemental disclosures of investing and financing activities: | |
Payment of dividend to Class A Public Shareholders from trust account | 834,000 |
Supplemental disclosures of noncash investing and financing activities: | |
Accretion of Class A common stock to redemption amount | 9,492,734 |
Class B Common Stock | |
Supplemental disclosures of noncash investing and financing activities: | |
Forfeiture of Class B common stock | $ 14 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 8 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Iron Spark I Inc. (the “Company”) is a blank check company incorporated in Delaware on January 22, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its Initial Public Offering of 15,000,000 shares of Class A common stock (the “Public Shares”). The Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $150,000,000, which is discussed in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Iron Spark I LLC (the “Sponsor”), generating gross proceeds of $10,900,000, which is described in Note 5. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Shares to cover over-allotments, if any. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 shares (the “Over-Allotment Shares”), generating gross proceeds of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 100,800 shares (the “Over-Allotment Private Placement Shares”) at a purchase price of $10.00 per share in a private placement to the Sponsor, generating gross proceeds of $1,008,000. Following the closing of the Initial Public Offering on June 11, 2021, an amount of $173,472,000 ($10.40 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering, the sale of the Over-Allotment Private Placement Shares and the sale of the Over-Allotment Shares was placed in a U.S.-based trust account (the “Trust Account”), and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $9,515,489, consisting of $3,336,000 of cash underwriting fees, $5,838,000 of deferred underwriting fees and $341,489 of other costs. In addition, at September 30, 2021, $668,231 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for $10.00. In addition, concurrently with the release of funds from the Trust Account, non-redeeming stockholders will receive $0.05 per share (assuming that the Company did not previously distribute $0.40 per share in dividends) and the Sponsor will receive amounts remaining in the Trust Account that are in excess of $10.00 per Public Share. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the initial transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.40 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2021, the Company had $668,231 in cash held outside of the Trust Account and working capital of $918,689. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 8 Months Ended |
Sep. 30, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company revised its previously issued financial statements to classify all Class A common stock in temporary equity. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-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 had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company revised its prior financial statements as of June 11, 2021 and June 30, 2021 to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B shares share pro rata in the income and losses of the Company. The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: June 30, 2021 As Previously Reported Adjustments As Revised Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 164,064,233 $ 2,735,767 $ 166,800,000 Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares — (9,492,734) (9,492,734) Immediate accretion to redemption value — 9,492,734 9,492,734 Total Class A common stock subject to possible redemption 164,064,233 2,735,767 166,800,000 Class A common stock 146 (27) 119 Additional paid-in capital 5,152,701 (2,735,740) 2,416,961 Accumulated deficit (153,272) — (153,272) Total stockholders equity (deficit) 5,000,006 (2,735,767) 2,264,239 June 11, 2021 As Previously Reported Adjustments As Revised Balance Sheet (audited) Class A common stock subject to possible redemption $ 147,226,400 $ 2,773,600 $ 150,000,000 Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares — (8,007,585) (8,007,585) Immediate accretion to redemption value — 8,007,585 8,007,585 Total Class A common stock subject to possible redemption 147,226,400 2,773,600 150,000,000 Class A common stock 28 81 109 Additional paid-in capital 5,108,672 (2,773,572) 2,335,100 Accumulated deficit (109,125) (109) (109,234) Total stockholders equity (deficit) 5,000,006 (2,773,600) 2,226,406 The following tables summarize the effect of the restatement on the condensed statement of changes in stockholders’ equity as of the dates, and for the periods, indicated: Common Stock Additional Total Class A Class B Paid- Accumulated Stockholders' As Previously Reported Shares Amount Shares Amount in Capital Deficit Equity Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 4,312,500 431 24,569 — 25,000 Net loss — — — — — (1,300) (1,300) Balance at March 31, 2021 — $ — 4,312,500 $ 431 $ 24,569 $ (1,300) $ 23,700 Sale of 16,680,000 shares in Initial Public Offering, net of offering costs 16,680,000 1,668 — — 157,282,843 — 157,284,511 Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs 1,190,800 119 — — 11,907,881 — 11,908,000 Class A common stock subject to possible redemption (16,406,423) (1,641) — — (164,062,592) — (164,064,233) Net loss — — — — (151,972) (151,972) Balance at June 30, 2021 1,464,377 $ 146 4,312,500 $ 431 $ 5,152,701 $ (153,272) $ 5,000,006 Reclassifications and Adoption/Change of Accounting Principles Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Net loss — — — — — — — Balance at March 31, 2021 — — — — — — — Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (16,680,000) (1,668) — — (157,282,843) — (157,284,511) Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs — — — — (22,755) — (22,755) Class A common stock subject to possible redemption 16,406,423 1,641 — — 164,062,592 — 164,064,233 Accretion of Class A common stock to redemption amount — — — — (9,492,734) — (9,492,734) Balance at June 30, 2021 (273,577) $ (27) — $ — $ (2,735,740) $ — $ (2,735,767) As Revised and Adjusted: Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 4,312,500 431 24,569 — 25,000 Net loss — — — — — (1,300) (1,300) Balance at March 31, 2021 — — $ 4,312,500 431 $ 24,569 $ (1,300) $ 23,700 Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs 1,190,800 119 — — 11,885,126 — 11,885,245 Accretion of Class A common stock to redemption amount — — — — (9,492,734) — (9,492,734) Net loss — — — — — (151,972) (151,972) Balance at June 30, 2021 1,190,800 119 4,312,500 431 $ 2,416,961 $ (153,272) $ 2,264,239 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 8 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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on June 14, 2021, June 17, 2021, and June 23, 2021. The interim results for the period from January 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Investments Held in Trust Account As of September 30, 2021, the Company had $172,641,533 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,492,734) Plus: Accretion of carrying value to redemption value 9,492,734 Class A common stock subject to possible redemption $ 166,800,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $9,515,489 as a result of the Initial Public Offering (consisting of a $3,336,000 underwriting fee, $5,838,000 of deferred underwriting fees and $341,489 of other offering costs). The Company recorded $9,515,489 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Public Shares. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 22, 2021 (inception) through September 30, 2021. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January Three months ended 22, 2021 (inception) through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (411,173) $ (96,844) $ (436,538) $ (224,751) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,209,148 7,903,023 4,068,855 Basic and diluted net loss per share $ (0.02) $ (0.02) $ (0.06) $ (0.06) 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to related parties, and accrued expenses approximate fair value due to their short-term nature. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table presents information about the Company’s financial 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 inputs the Company utilized to determine such fair value: Amount at Fair Description Value Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 172,641,533 $ 172,641,533 $ — $ — Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 8 Months Ended |
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 16,680,000 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 1,680,000, at $10.00 per Public Share, generating gross proceeds of $166,800,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 8 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,090,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $10,900,000. On June 16, 2021,the underwriters notified the Company of their intention to exercise the over-allotment option in part, resulting in the Sponsor paying an aggregate of $1,008,000 in exchange for 100,800 Over-Allotment Private Placement Shares. The proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares and Over-Allotment Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares and Over-Allotment Private Placement Shares will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 8 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 3, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,031,250 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On June 8 2021, the Sponsor surrendered 718,750 Founder Shares for no consideration. On June 16, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,680,000 shares (see Note 7). On July 26, 2021, 142,500 Founder Shares were forfeited upon the expiration of the underwriters’ over-allotment option, resulting in an aggregate of 4,170,000 Founder Shares outstanding. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Due to Related Party An affiliate of the Sponsor has paid $59,229 to cover certain operating costs and offering costs on behalf of the Company. The outstanding balance is due on-demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Sponsor makes any Working Capital Loans, such loans may be converted into shares of Class A common stock, at the price of $10.00 per share at the option of the lender. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be convertible into shares of Class A common stock at a price of $10.00 per share. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021, the Company incurred $30,000 in fees for these services. For the period from January 22, 2021 (inception) through September 30, 2021, the Company incurred $30,000 in fees for these services. As of September 30, 2021, $30,000 related to this agreement is recorded in accrued expenses on the condensed balance sheet. |
COMMITMENTS
COMMITMENTS | 8 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Agreement The holders of the Founder Shares and Private Placement Shares are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional shares of Class A common stock to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 16, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,680,000 Over-Allotment Shares for an aggregate purchase price of $16,800,000. The remaining 570,000 shares were not exercised by the underwriter and expired on July 26, 2021. The underwriter was paid a cash underwriting fee of $0.20 per share, or $3,336,000 in the aggregate. In addition, $0.35 per share, or $5,838,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 8 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred stock outstanding Class A common stock outstanding Class B common stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. Prior to a Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time. The Founder Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, (ii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the ability of holders of the Public Shares to seek redemption in connection with an initial Business Combination or the obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within such time period, (iii) they are entitled to registration rights, and (iv) the anchor investors have agreed to waive their right to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame. If the Company submits an initial Business Combination to the public stockholders for a vote, the Sponsor, officers and directors have agreed pursuant to the letter agreement to vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of an initial Business Combination. Permitted transferees of the Founder Shares held by the Sponsor, officers and directors would be subject to the same restrictions applicable to the Sponsor, officers or directors, respectively. The Founder Shares will automatically convert into shares of common stock concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of common stock outstanding after such conversion (after giving effect to any redemptions of shares of common stock by public stockholders), including the total number of shares of common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any shares of common stock or equity-linked securities or rights exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in an initial Business Combination. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with or related to the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Company’s 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 an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company, the Company shall distribute quarterly on a pro-rata basis to the holders of record of the Public Shares within fifteen (15) days from the end of the prior quarter, a dividend in the amount of $0.05 per Public Share out of amount contained in the Trust Account. In addition, at the closing of a Business Combination, holders of Public Shares that have elected to not exercise their Redemption Rights in connection with such Business Combination shall receive a dividend in the amount of $0.05 per Public Share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 8 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On October 15, 2021, the Company paid a cash dividend to the holders of record of the Public Shares as of October 7, 2021 in the amount of $0.05 per Public Share out of its Trust Account. The Company is obligated to make such dividend payments to holders of Public Shares on a quarterly basis until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. The next dividend shall be paid to holders of Public Shares in January 2022. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 8 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 conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 10, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on June 14, 2021, June 17, 2021, and June 23, 2021. The interim results for the period from January 22, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Reclassification | Reclassification Certain amounts in the prior period have been reclassified to conform to the current period presentation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2021, the Company had $172,641,533 in investments held in the Trust Account. The assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 16,680,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,492,734) Plus: Accretion of carrying value to redemption value 9,492,734 Class A common stock subject to possible redemption $ 166,800,000 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $9,515,489 as a result of the Initial Public Offering (consisting of a $3,336,000 underwriting fee, $5,838,000 of deferred underwriting fees and $341,489 of other offering costs). The Company recorded $9,515,489 of offering costs as a reduction of equity in connection with the shares of Class A common Stock included in the Public Shares. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 22, 2021 (inception) through September 30, 2021. |
Net Loss per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, Class A and Class B common stock are presented as one class of stock in calculating net loss per share. As a result, the calculated net loss per share is the same for Class A and Class B shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January Three months ended 22, 2021 (inception) through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (411,173) $ (96,844) $ (436,538) $ (224,751) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,209,148 7,903,023 4,068,855 Basic and diluted net loss per share $ (0.02) $ (0.02) $ (0.06) $ (0.06) |
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and other current assets, due to related parties, and accrued expenses approximate fair value due to their short-term nature. Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table presents information about the Company’s financial 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 inputs the Company utilized to determine such fair value: Amount at Fair Description Value Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 172,641,533 $ 172,641,533 $ — $ — |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of revision on financial statement line item | June 30, 2021 As Previously Reported Adjustments As Revised Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 164,064,233 $ 2,735,767 $ 166,800,000 Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares — (9,492,734) (9,492,734) Immediate accretion to redemption value — 9,492,734 9,492,734 Total Class A common stock subject to possible redemption 164,064,233 2,735,767 166,800,000 Class A common stock 146 (27) 119 Additional paid-in capital 5,152,701 (2,735,740) 2,416,961 Accumulated deficit (153,272) — (153,272) Total stockholders equity (deficit) 5,000,006 (2,735,767) 2,264,239 June 11, 2021 As Previously Reported Adjustments As Revised Balance Sheet (audited) Class A common stock subject to possible redemption $ 147,226,400 $ 2,773,600 $ 150,000,000 Allocation of underwriter’s discounts, offering costs and deferred fees to Class A shares — (8,007,585) (8,007,585) Immediate accretion to redemption value — 8,007,585 8,007,585 Total Class A common stock subject to possible redemption 147,226,400 2,773,600 150,000,000 Class A common stock 28 81 109 Additional paid-in capital 5,108,672 (2,773,572) 2,335,100 Accumulated deficit (109,125) (109) (109,234) Total stockholders equity (deficit) 5,000,006 (2,773,600) 2,226,406 The following tables summarize the effect of the restatement on the condensed statement of changes in stockholders’ equity as of the dates, and for the periods, indicated: Common Stock Additional Total Class A Class B Paid- Accumulated Stockholders' As Previously Reported Shares Amount Shares Amount in Capital Deficit Equity Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 4,312,500 431 24,569 — 25,000 Net loss — — — — — (1,300) (1,300) Balance at March 31, 2021 — $ — 4,312,500 $ 431 $ 24,569 $ (1,300) $ 23,700 Sale of 16,680,000 shares in Initial Public Offering, net of offering costs 16,680,000 1,668 — — 157,282,843 — 157,284,511 Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs 1,190,800 119 — — 11,907,881 — 11,908,000 Class A common stock subject to possible redemption (16,406,423) (1,641) — — (164,062,592) — (164,064,233) Net loss — — — — (151,972) (151,972) Balance at June 30, 2021 1,464,377 $ 146 4,312,500 $ 431 $ 5,152,701 $ (153,272) $ 5,000,006 Reclassifications and Adoption/Change of Accounting Principles Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Net loss — — — — — — — Balance at March 31, 2021 — — — — — — — Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (16,680,000) (1,668) — — (157,282,843) — (157,284,511) Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs — — — — (22,755) — (22,755) Class A common stock subject to possible redemption 16,406,423 1,641 — — 164,062,592 — 164,064,233 Accretion of Class A common stock to redemption amount — — — — (9,492,734) — (9,492,734) Balance at June 30, 2021 (273,577) $ (27) — $ — $ (2,735,740) $ — $ (2,735,767) As Revised and Adjusted: Balance at January 22, 2021 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 4,312,500 431 24,569 — 25,000 Net loss — — — — — (1,300) (1,300) Balance at March 31, 2021 — — $ 4,312,500 431 $ 24,569 $ (1,300) $ 23,700 Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs 1,190,800 119 — — 11,885,126 — 11,885,245 Accretion of Class A common stock to redemption amount — — — — (9,492,734) — (9,492,734) Net loss — — — — — (151,972) (151,972) Balance at June 30, 2021 1,190,800 119 4,312,500 431 $ 2,416,961 $ (153,272) $ 2,264,239 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the period from January Three months ended 22, 2021 (inception) through September 30, 2021 September 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (411,173) $ (96,844) $ (436,538) $ (224,751) Denominator: Basic and diluted weighted average shares outstanding 17,870,800 4,209,148 7,903,023 4,068,855 Basic and diluted net loss per share $ (0.02) $ (0.02) $ (0.06) $ (0.06) |
Schedule of reconciliation of Class A Common Stock | Gross proceeds $ 166,800,000 Less: Issuance costs allocated to Class A common stock (9,492,734) Plus: Accretion of carrying value to redemption value 9,492,734 Class A common stock subject to possible redemption $ 166,800,000 |
Schedule of company's assets that are measured at fair value on a recurring basis | Amount at Fair Description Value Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 172,641,533 $ 172,641,533 $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) | Jul. 26, 2021shares | Jun. 16, 2021USD ($)shares | Jun. 11, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Purchase price, per share | $ / shares | $ 10 | |||
Gross proceeds from issuance of shares | $ 163,464,000 | |||
Transaction Costs | 9,515,489 | |||
Underwriting fees | 3,336,000 | |||
Deferred Underwriting Fee Payable. | 5,838,000 | |||
Other offering costs | 341,489 | |||
Proceeds from issuance of shares | $ 25,000 | |||
Fair value on assets held In trust (as a percent) | 80.00% | |||
Business combination limit on net tangible assets | $ 5,000,001 | |||
Investment of cash into Trust Account | $ 173,472,000 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ 100,000 | |||
Cash held outside the Trust Account | 668,231 | |||
working capital deficit | $ (918,689) | |||
Public Stockholders | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ / shares | $ 10 | |||
Dividends | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ / shares | 0.40 | |||
Non-redeeming Stockholders | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ / shares | $ 0.05 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares, net of offering cost (in shares) | shares | 15,000,000 | |||
Purchase price, per share | $ / shares | $ 10 | |||
Gross proceeds from issuance of shares | $ 150,000,000 | $ 166,800,000 | ||
Number of shares issued | shares | 2,250,000 | 16,680,000 | ||
Initial Public Offering | Public Stockholders | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ / shares | $ 10.40 | $ 10.40 | ||
Gross proceeds from issuance of shares | $ 173,472,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per share | $ / shares | $ 10 | $ 10 | ||
Gross proceeds from issuance of shares | $ 10,900,000 | |||
Number of shares issued | shares | 1,090,000 | 100,800 | ||
Proceeds from issuance of shares | $ 1,008,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares, net of offering cost (in shares) | shares | 2,250,000 | |||
Purchase price, per share | $ / shares | $ 10 | |||
Shares not exercised and expired | shares | 570,000 | |||
Gross proceeds from issuance of shares | $ 16,800,000 | |||
Number of shares issued | shares | 1,680,000 | 1,680,000 |
REVISION OF PREVIOUSLY ISSUED_3
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Balance Sheet Items (Details) - USD ($) | Jun. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Jan. 21, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A common stock subject to possible redemption | $ 150,000,000 | $ 166,800,000 | ||||
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares | (8,007,585) | (9,492,734) | ||||
Accretion of carrying value to redemption value | 8,007,585 | $ 9,492,734 | 9,492,734 | |||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 150,000,000 | 166,800,000 | 166,800,000 | $ 166,800,000 | ||
Additional paid-in capital | 2,335,100 | 2,416,961 | 2,416,961 | 2,416,975 | ||
Accumulated deficit | (109,234) | (153,272) | (153,272) | (1,495,289) | ||
Total stockholders' equity | 2,226,406 | 2,264,239 | 2,264,239 | 922,222 | $ 23,700 | $ 0 |
Class A Common Stock | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A common stock subject to possible redemption | 166,800,000 | |||||
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares | (9,492,734) | |||||
Accretion of carrying value to redemption value | 9,492,734 | |||||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 166,800,000 | |||||
Common stock | 109 | 119 | 119 | $ 119 | ||
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A common stock subject to possible redemption | 147,226,400 | 164,064,233 | ||||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 147,226,400 | 164,064,233 | 164,064,233 | |||
Additional paid-in capital | 5,108,672 | 5,152,701 | 5,152,701 | |||
Accumulated deficit | (109,125) | (153,272) | (153,272) | |||
Total stockholders' equity | 5,000,006 | 5,000,006 | 5,000,006 | $ 23,700 | ||
As Previously Reported | Class A Common Stock | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock | 28 | 146 | 146 | |||
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Class A common stock subject to possible redemption | 2,773,600 | 2,735,767 | ||||
Allocation of underwriter's discounts, offering costs and deferred fees to Class A shares | (8,007,585) | (9,492,734) | ||||
Accretion of carrying value to redemption value | 8,007,585 | 9,492,734 | 9,492,734 | |||
Class A common stock subject to possible redemption, 16,680,000 shares at redemption value | 2,773,600 | 2,735,767 | 2,735,767 | |||
Additional paid-in capital | (2,773,572) | (2,735,740) | (2,735,740) | |||
Accumulated deficit | (109) | |||||
Total stockholders' equity | (2,773,600) | (2,735,767) | (2,735,767) | |||
Adjustment | Class A Common Stock | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Common stock | $ 81 | $ (27) | $ (27) |
REVISION OF PREVIOUSLY ISSUED_4
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Stockholders Equity Items (Details) - USD ($) | Jun. 11, 2021 | Feb. 03, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 0 | $ 2,264,239 | $ 23,700 | $ 0 | $ 0 | ||
Issuance of Class B common stock to Sponsors | $ 25,000 | 25,000 | |||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | 11,885,245 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | $ (8,007,585) | (9,492,734) | (9,492,734) | ||||
Net loss | (1,300) | (508,017) | (151,972) | (661,289) | |||
Balance at the end | 2,226,406 | 23,700 | 922,222 | 2,264,239 | 2,264,239 | 922,222 | |
Additional Paid-in Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | 0 | 2,416,961 | 24,569 | 0 | 0 | ||
Issuance of Class B common stock to Sponsors | 24,569 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | 11,885,126 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (9,492,734) | ||||||
Net loss | 0 | 0 | 0 | ||||
Balance at the end | 24,569 | 2,416,975 | 2,416,961 | 2,416,961 | 2,416,975 | ||
Accumulated Deficit | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | 0 | (153,272) | (1,300) | 0 | 0 | ||
Issuance of Class B common stock to Sponsors | 0 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | 0 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | 0 | ||||||
Net loss | (1,300) | (508,017) | (151,972) | ||||
Balance at the end | (1,300) | (1,495,289) | (153,272) | (153,272) | (1,495,289) | ||
Class A Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (9,492,734) | ||||||
Class A Common Stock | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 0 | $ 119 | $ 0 | $ 0 | |||
Balance at the beginning (in shares) | 0 | 1,190,800 | 0 | 0 | |||
Issuance of Class B common stock to Sponsors | $ 0 | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 0 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | $ 119 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares) | 1,190,800 | ||||||
Net loss | $ (411,173) | $ (436,538) | |||||
Balance at the end | $ 119 | $ 119 | $ 119 | $ 119 | |||
Balance at the end (in shares) | 1,190,800 | 1,190,800 | 1,190,800 | 1,190,800 | |||
Class B Common Stock | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 0 | $ 431 | $ 431 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) | 0 | 4,312,500 | 4,312,500 | 0 | 0 | ||
Issuance of Class B common stock to Sponsors | $ 431 | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 4,312,500 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | $ 0 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares) | 0 | ||||||
Net loss | $ (96,844) | $ (224,751) | |||||
Balance at the end | $ 431 | $ 417 | $ 431 | $ 431 | $ 417 | ||
Balance at the end (in shares) | 4,312,500 | 4,170,000 | 4,312,500 | 4,312,500 | 4,170,000 | ||
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 5,000,006 | $ 23,700 | |||||
Issuance of Class B common stock to Sponsors | $ 25,000 | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | 157,284,511 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | 11,908,000 | ||||||
Common stock subject to possible redemption | (164,064,233) | ||||||
Net loss | (1,300) | (151,972) | |||||
Balance at the end | 5,000,006 | 23,700 | 5,000,006 | $ 5,000,006 | |||
As Previously Reported | Additional Paid-in Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | 5,152,701 | 24,569 | |||||
Issuance of Class B common stock to Sponsors | 24,569 | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | 157,282,843 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | 11,907,881 | ||||||
Common stock subject to possible redemption | (164,062,592) | ||||||
Balance at the end | 24,569 | 5,152,701 | 5,152,701 | ||||
As Previously Reported | Accumulated Deficit | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | (153,272) | (1,300) | |||||
Net loss | (1,300) | (151,972) | |||||
Balance at the end | (1,300) | (153,272) | (153,272) | ||||
As Previously Reported | Class A Common Stock | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 146 | ||||||
Balance at the beginning (in shares) | 1,464,377 | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | $ 1,668 | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares) | 16,680,000 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | $ 119 | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares) | 1,190,800 | ||||||
Common stock subject to possible redemption | $ (1,641) | ||||||
Common stock subject to possible redemption (in shares) | (16,406,423) | ||||||
Balance at the end | $ 146 | $ 146 | |||||
Balance at the end (in shares) | 1,464,377 | 1,464,377 | |||||
As Previously Reported | Class B Common Stock | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ 431 | $ 431 | |||||
Balance at the beginning (in shares) | 4,312,500 | 4,312,500 | |||||
Issuance of Class B common stock to Sponsors | $ 431 | ||||||
Issuance of Class B common stock to Sponsors (in shares) | 4,312,500 | ||||||
Balance at the end | $ 431 | $ 431 | $ 431 | ||||
Balance at the end (in shares) | 4,312,500 | 4,312,500 | 4,312,500 | ||||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ (2,735,767) | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | $ (157,284,511) | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | (22,755) | ||||||
Common stock subject to possible redemption | 164,064,233 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (8,007,585) | (9,492,734) | $ (9,492,734) | ||||
Balance at the end | $ (2,773,600) | (2,735,767) | (2,735,767) | ||||
Adjustment | Additional Paid-in Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | (2,735,740) | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | (157,282,843) | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs | (22,755) | ||||||
Common stock subject to possible redemption | 164,062,592 | ||||||
Accretion of Class A common stock to redemption amount, as restated (Note 2) | (9,492,734) | ||||||
Balance at the end | (2,735,740) | (2,735,740) | |||||
Adjustment | Class A Common Stock | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Balance at the beginning | $ (27) | ||||||
Balance at the beginning (in shares) | (273,577) | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs | $ (1,668) | ||||||
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares) | (16,680,000) | ||||||
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs (in shares) | 1,190,800 | ||||||
Common stock subject to possible redemption | $ 1,641 | ||||||
Common stock subject to possible redemption (in shares) | 16,406,423 | ||||||
Balance at the end | $ (27) | $ (27) | |||||
Balance at the end (in shares) | (273,577) | (273,577) |
REVISION OF PREVIOUSLY ISSUED_5
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Effect of Revision on Stockholders Equity Items (Parenthetical) (Details) - Common Stock | 3 Months Ended |
Jun. 30, 2021shares | |
Class A Common Stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Sale of private placement to Sponsor, net of offering costs | 1,190,800 |
Class B Common Stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Sale of private placement to Sponsor, net of offering costs | 0 |
As Previously Reported | Class A Common Stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares) | 16,680,000 |
Sale of private placement to Sponsor, net of offering costs | 1,190,800 |
Adjustment | Class A Common Stock | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs (n shares) | (16,680,000) |
Sale of private placement to Sponsor, net of offering costs | 1,190,800 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 8 Months Ended |
Sep. 30, 2021USD ($)shares | |
Investments held in Trust Account | $ 172,641,533 |
Offering costs | 9,515,489 |
Underwriting fees | 3,336,000 |
Deferred underwriting fee payable | 5,838,000 |
Other offering costs | 341,489 |
Offering costs as a reduction of equity | 9,515,489 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Cash under FDIC coverage | $ 250,000 |
Class A Common Stock Subject to Redemption | |
Shares subject to possible redemption | shares | 16,680,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Class A Common Stock (Details) - USD ($) | Jun. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 |
Gross proceeds | $ 150,000,000 | $ 166,800,000 | ||
Issuance costs allocated to Class A common stock | (8,007,585) | (9,492,734) | ||
Accretion of carrying value to redemption value | 8,007,585 | $ 9,492,734 | 9,492,734 | |
Class A common stock subject to possible redemption, 99,477,346 shares at $10.00 per share | $ 150,000,000 | $ 166,800,000 | $ 166,800,000 | $ 166,800,000 |
Class A Common Stock | ||||
Gross proceeds | 166,800,000 | |||
Issuance costs allocated to Class A common stock | (9,492,734) | |||
Accretion of carrying value to redemption value | 9,492,734 | |||
Class A common stock subject to possible redemption, 99,477,346 shares at $10.00 per share | $ 166,800,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (1,300) | $ (508,017) | $ (151,972) | $ (661,289) |
Denominator: | ||||
Basic weighted average shares outstanding | 22,079,948 | 11,971,878 | ||
Diluted weighted average shares outstanding | 22,079,948 | 11,971,878 | ||
Basic net loss per share of common stock | $ (0.02) | $ (0.06) | ||
Diluted net loss per share of common stock | $ (0.02) | $ (0.06) | ||
Common Stock | Class A Common Stock | ||||
Numerator: | ||||
Net loss | $ (411,173) | $ (436,538) | ||
Denominator: | ||||
Basic weighted average shares outstanding | 17,870,800 | 7,903,023 | ||
Diluted weighted average shares outstanding | 17,870,800 | 7,903,023 | ||
Basic net loss per share of common stock | $ (0.02) | $ (0.06) | ||
Diluted net loss per share of common stock | $ (0.02) | $ (0.06) | ||
Common Stock | Class B Common Stock | ||||
Numerator: | ||||
Net loss | $ (96,844) | $ (224,751) | ||
Denominator: | ||||
Basic weighted average shares outstanding | 4,209,148 | 4,068,855 | ||
Diluted weighted average shares outstanding | 4,209,148 | 4,068,855 | ||
Basic net loss per share of common stock | $ (0.02) | $ (0.06) | ||
Diluted net loss per share of common stock | $ (0.02) | $ (0.06) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) | Sep. 30, 2021USD ($) |
Assets Investments held in Trust Account: | |
Money Market investments | $ 172,641,533 |
Recurring | |
Assets Investments held in Trust Account: | |
Money Market investments | 172,641,533 |
Level 1 | Recurring | |
Assets Investments held in Trust Account: | |
Money Market investments | $ 172,641,533 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jun. 16, 2021 | Jun. 11, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per share | $ 10 | ||
Gross proceeds from issuance of shares | $ 163,464,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 2,250,000 | 16,680,000 | |
Purchase price, per share | $ 10 | ||
Gross proceeds from issuance of shares | $ 150,000,000 | $ 166,800,000 | |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 1,680,000 | 1,680,000 | |
Purchase price, per share | $ 10 | ||
Gross proceeds from issuance of shares | $ 16,800,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jun. 16, 2021 | Jun. 11, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per share | $ 10 | ||
Proceeds from issuance of shares | $ 25,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 1,090,000 | 100,800 | |
Purchase price, per share | $ 10 | $ 10 | |
Proceeds from issuance of shares | $ 1,008,000 | ||
Over Allotment Private Placement Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 100,800 | ||
Proceeds from issuance of shares | $ 1,008,000 | ||
Sponsor | Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 1,090,000 | ||
Purchase price, per share | $ 10 | ||
Proceeds from issuance of shares | $ 10,900,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jun. 16, 2021shares | Feb. 03, 2021USD ($)shares | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 26, 2021shares | Jun. 08, 2021shares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1,680,000 | 1,680,000 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares outstanding | 562,500 | 4,170,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 2000.00% | |||||
Class A Common Stock Subject to Redemption | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to possible redemption | 16,680,000 | |||||
Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,031,250 | |||||
Common shares, shares outstanding | 4,170,000 | |||||
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 | |||||
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 | |||||
Number of shares surrendered | 718,750 | |||||
Sponsor | Class B Common Stock | Over-allotment option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1,680,000 | |||||
Common shares, shares outstanding | 1,190,800 | |||||
Maximum shares subject to forfeiture | 142,500 | 142,500 | ||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $ | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | |
Affiliate Of Sponsor | ||
Related Party Transaction [Line Items] | ||
Due to affiliate of sponsor for payment of operating and offering costs on behalf of the company | $ 59,229 | $ 59,229 |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement shares | $ 1,000,000 | $ 1,000,000 |
Related Party Loans | Working capital loans | ||
Related Party Transaction [Line Items] | ||
Price of share | $ / shares | $ 10 | $ 10 |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | $ 10,000 | |
Expenses incurred and paid | $ 30,000 | 30,000 |
Administrative Support Agreement | Accrued expenses | ||
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | $ 30,000 | $ 30,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jul. 26, 2021shares | Jun. 16, 2021USD ($)shares | Feb. 03, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)item$ / sharesshares |
Loss Contingencies [Line Items] | |||||
Maximum number of demands for registration of securities | item | 3 | ||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||
Cash underwriting fee paid, per share | $ / shares | $ 0.20 | ||||
Aggregate cash underwriting fee paid | $ | $ 3,336,000 | ||||
Deferred fee per unit | $ / shares | $ 0.35 | ||||
Deferred underwriting commission payable | $ | $ 5,838,000 | ||||
Over-allotment option | |||||
Loss Contingencies [Line Items] | |||||
Number of shares issued | shares | 1,680,000 | 1,680,000 | |||
Shares not exercised and expired | shares | 570,000 | ||||
Class A Common Stock | Over-allotment option | |||||
Loss Contingencies [Line Items] | |||||
Underwriters option to purchase term | 45 days | ||||
Number of shares granted to underwrites to purchase | shares | 2,250,000 | ||||
Number of shares issued | shares | 1,680,000 | ||||
Aggregate purchase price | $ | $ 16,800,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) | Sep. 30, 2021$ / sharesshares |
STOCKHOLDERS' EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Jul. 26, 2021USD ($)shares | Jun. 16, 2021shares | Jun. 08, 2021USD ($)shares | Feb. 03, 2021shares | Mar. 31, 2021shares | Sep. 30, 2021Vote$ / sharesshares |
Class of Stock [Line Items] | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||
Threshold period to complete business combination from the closing of IPO | 24 months | |||||
Stock conversion ratio | 1 | |||||
Aggregated shares issued upon converted basis (in percent) | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Threshold period to distribute dividends | 15 days | |||||
Dividend for Public shares to be paid, per share | $ / shares | $ 0.05 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares outstanding (in shares) | 562,500 | 4,170,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 2000.00% | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 1,680,000 | 1,680,000 | ||||
Over-allotment option | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 1,680,000 | |||||
Sponsor | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 4,170,000 | |||||
Number of shares issued | 5,031,250 | |||||
Number of shares surrendered | 718,750 | |||||
Consideration for shares surrendered | $ | $ 0 | |||||
Sponsor | Over-allotment option | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares outstanding (in shares) | 1,190,800 | |||||
Number of shares issued | 1,680,000 | |||||
Consideration for shares surrendered | $ | $ 0 | |||||
Maximum shares subject to forfeiture | 142,500 | 142,500 | ||||
Common Stock | Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 100,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | |||||
Common shares, shares issued (in shares) | 17,870,800 | |||||
Common shares, shares outstanding (in shares) | 1,190,800 | |||||
Number of shares issued | 0 | |||||
Common Stock | Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares, shares authorized (in shares) | 10,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 4,170,000 | |||||
Number of shares issued | 4,312,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jul. 15, 2021$ / shares |
SUBSEQUENT EVENTS | |
Amount of per public share out of trust account | $ 0.05 |