Document and Entity Information
Document and Entity Information - shares | 7 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 | 001-40784 | |
Entity Registrant Name | BANNER ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2670267 | |
Entity Address, Address Line One | 1633 W. Innovation Way, 5th Floor | |
Entity Address, City or Town | Lehi | |
Entity Address State Or Province | UT | |
Entity Address, Postal Zip Code | 84043 | |
City Area Code | 801 | |
Local Phone Number | 447-1534 | |
Entity Current Reporting Status | No | |
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 | 0001852332 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | BNNRU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BNNR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,700,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | BNNRW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current assets | |
Cash and cash equivalents | $ 2,074,278 |
Prepaid expenses | 605,694 |
Total current assets | 2,679,972 |
Cash held in Trust Account | 158,570,450 |
Other assets | 567,527 |
Total assets | 161,817,949 |
Current liabilities: | |
Accounts payable | 21,243 |
Accrued expenses | 385,849 |
Total current liabilities | 407,092 |
Deferred underwriting fees payable | 5,495,000 |
Total liabilities | 5,902,092 |
Commitments and Contingencies (Note 6) | |
Stockholders' Deficit | |
Accumulated deficit | (2,654,574) |
Total stockholders' deficit | (2,654,143) |
Total Liabilities, Common Stock subject to Possible Redemption, and Stockholders' Deficit | 161,817,949 |
Class A Common Stock Subject to Redemption | |
Current liabilities: | |
Class A common stock subject to possible redemption, 15,700,000 shares at $10.10 redemption value | 158,570,000 |
Class B Common Stock | |
Stockholders' Deficit | |
Common stock | $ 431 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Purchase price, per unit | $ / shares | $ 10 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares issued | 0 |
Purchase price, per unit | $ / shares | $ 11.50 |
Class A Common Stock Subject to Redemption | |
Temporary equity, shares outstanding | 15,700,000 |
Purchase price, per unit | $ / shares | $ 10.10 |
Class A Common Stock Not Subject to Redemption | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 4,312,500 |
Common shares, shares outstanding | 4,312,500 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation costs | $ 76,290 | $ 86,290 |
General and administrative expenses | 79,577 | 79,577 |
Franchise tax expense | 50,000 | 50,000 |
Loss from operations | (205,867) | (215,867) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 450 | 450 |
Net Loss | $ (205,417) | $ (215,417) |
Class A Common Stock Subject to Redemption | ||
Weighted Average Number of Shares Outstanding, Basic | 3,454,348 | 1,637,931 |
Weighted Average Number of Shares Outstanding, Diluted | 3,454,348 | 1,637,931 |
Basic net loss per share | $ 0.38 | $ 1.08 |
Diluted net loss per common share | $ 0.39 | $ 1.09 |
Class A Common Stock Not Subject to Redemption | ||
Weighted Average Number of Shares Outstanding, Diluted | 0 | 0 |
Basic net loss per share | $ 0 | $ 0 |
Diluted net loss per common share | $ 0 | $ 0 |
Class B Common Stock | ||
Weighted Average Number of Shares Outstanding, Basic | 4,312,500 | 4,312,500 |
Weighted Average Number of Shares Outstanding, Diluted | 4,312,500 | 4,312,500 |
Basic net loss per share | $ (0.35) | $ (0.46) |
Diluted net loss per common share | $ (0.34) | $ (0.45) |
Class B Common Stock Not Subject to Redemption | ||
Weighted Average Number of Shares Outstanding, Basic | 4,312,500 | 4,312,500 |
Weighted Average Number of Shares Outstanding, Diluted | 4,312,500 | 4,312,500 |
Basic net loss per share | $ (0.35) | $ (0.46) |
Diluted net loss per common share | $ (0.34) | $ (0.45) |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Common Stock Subject to RedemptionCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 11, 2021 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock to Sponsor | $ 431 | $ 24,569 | 0 | $ 25,000 | |
Issuance of common stock to Sponsor (in shares) | 4,312,500 | ||||
Net Loss | (10,000) | (10,000) | |||
Balance at the end at Mar. 31, 2021 | $ 431 | 24,569 | (10,000) | $ 15,000 | |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | |||
Balance at the beginning at Mar. 11, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of Class A shares, net of $9,104,493 issuance costs (in shares) | 2,250,000 | ||||
Adjustment of Class A Common Stock to redemption value | $ (9,104,493) | ||||
Net Loss | (215,417) | ||||
Balance at the end at Sep. 30, 2021 | $ 158,570,000 | $ 431 | (2,654,574) | (2,654,143) | |
Balance at the end (in shares) at Sep. 30, 2021 | 15,700,000 | 4,312,500 | |||
Balance at the beginning at Mar. 31, 2021 | $ 431 | 24,569 | (10,000) | 15,000 | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 4,312,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Loss | 0 | ||||
Balance at the end at Jun. 30, 2021 | $ 431 | 24,569 | (10,000) | 15,000 | |
Balance at the end (in shares) at Jun. 30, 2021 | 4,312,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of Class A shares, net of $9,104,493 issuance costs | $ 147,895,507 | 0 | |||
Sale of Class A shares, net of $9,104,493 issuance costs (in shares) | 15,700,000 | ||||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 767 | 0 | 767 | ||
Sale of Private Placement Warrants | 8,210,000 | 0 | 8,210,000 | ||
Adjustment of Class A Common Stock to redemption value | $ 10,674,493 | $ (8,235,336) | (2,439,157) | (10,674,493) | |
Net Loss | (205,417) | (205,417) | |||
Balance at the end at Sep. 30, 2021 | $ 158,570,000 | $ 431 | $ (2,654,574) | $ (2,654,143) | |
Balance at the end (in shares) at Sep. 30, 2021 | 15,700,000 | 4,312,500 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Class A Common Stock | |
Sale Of Issuance Costs | $ 9,104,493 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (215,417) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (450) |
Other offering costs charged to expense | 767 |
Formation and operating cost paid through the issuance of common stock to Sponsor | 20,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (1,168,221) |
Accounts payable and accrued expenses | 407,092 |
Net cash used in operating activities | (956,229) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (158,570,000) |
Net cash used in investing activities | (158,570,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Class A shares, net of issuance costs | 153,390,507 |
Proceeds from sale of Private Placement Warrants | 8,210,000 |
Net cash provided by financing activities | 161,600,507 |
Net increase in cash | 2,074,278 |
Cash - beginning of period | 0 |
Cash - end of period | 2,074,278 |
Supplemental disclosure of noncash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redemption | 149,465,507 |
Adjustment of Class A Common Stock to redemption value | 9,104,493 |
Deferred underwriting fees payable | $ 5,495,000 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General Banner Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 12, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective acquisition target for a Business Combination. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on September 7, 2021. In September 2021, the Company consummated its Initial Public Offering of 15,700,000 units (the “Units”), including 700,000 Units that were issued pursuant to the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one On September 10, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, dated September 7, 2021, between the Company and the Sponsor (the “Private Warrant Purchase Agreement”), the Company completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for an additional 210,000 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of $210,000. A total of $158,570,000, comprised of $153,860,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units) and $4,710,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in a trust account (“Trust Account”) located in the United States with American Stock Transfer & Trust Company, LLC acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) 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 stockholders meeting called to approve the Business Combination or (ii) or without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law or applicable stock exchange rule 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 “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or applicable stock exchange rule, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased by them during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 5) will agree to vote any Founder Shares held by them in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may own in connection with the completion of a Business Combination. The Certificate of Incorporation will provide 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% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares and the Company’s officers and directors (collectively, the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) 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; and the Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of our initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to (A) modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the completion window, or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, and (iii) rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or 21 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the 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 the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than 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. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from March 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Forms 8-K and the final prospectus filed by the Company with the SEC on October 1, 2021, September 16, 2021, and September 10, 2021, respectively. 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 of 2002, 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. 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 unaudited condensed 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. Liquidity and Capital Resources As of September 30, 2021, the Company had $2,074,278 in its operating bank account and working capital of approximately $2,272,880. The Company’s liquidity needs through September 30, 2021, were satisfied through loans from the Sponsor and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, 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, provide the Company Working Capital Loans (defined below, see Note 5). As of September 30, 2021, there were no amounts outstanding under the Working Capital Loans. Management has determined that the Company has access to funds from the Sponsors, and the Sponsors have the financial wherewithal to fund the Company, that are sufficient to fund its working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market funds. 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 had $2,074,278 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. See Note 8 for further discussion of the methodology used to determine fair values. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Common Stock and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A Common Stock were recognized in additional paid-in capital. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net earnings or loss per share is computed by dividing net earnings or loss by the weighted-average number of shares of common stock outstanding during the periods. A reconciliation of the net income per share is below: For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Net Loss $ (205,417) $ (215,417) Adjustment of temporary equity to redemption value (2,512,000) (2,512,000) Net loss including adjustment of temporary equity to redemption value $ (2,717,417) $ (2,727,417) For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Class A-t Class B Class A-t Class B Basic and diluted net loss per share Numerator Allocation of net loss including adjustment of temporary equity $ (1,208,586) $ (1,508,831) $ (750,756) $ (1,976,661) Adjustment of temporary equity to redemption value 2,512,000 — 2,512,000 — Allocation of net loss $ 1,303,414 $ (1,508,831) $ 1,761,244 $ (1,976,661) Denominator Weighted average shares outstanding, basic and diluted 3,454,348 4,312,500 1,637,931 4,312,500 Basic and diluted net loss per share $ 0.38 $ (0.35) $ 1.08 $ (0.46) The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment. The Company’s statement of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. With respect to the adjustment of the Class A common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company has treated the adjustment in the same manner as a dividend in the calculation of the net income/(loss) per common stock. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020 the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | 3. Initial Public Offering In September 2021, the Company consummated its Initial Public Offering of 15,700,000 Units, including 700,000 Units that were issued pursuant to the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one share of Class A Common Stock, and one one |
Private Placement Warrants
Private Placement Warrants | 7 Months Ended |
Sep. 30, 2021 | |
Private Placement Warrants | |
Private Placement Warrants | 4. Private Placement Warrants On September 10, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Warrant Purchase Agreement, the Company completed the private sale of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for 210,000 Additional Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds to the Company of $210,000. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 5. Related Party Transactions Founder Shares In March 2021, the Sponsor acquired 6,468,750 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 , consisting of 6,468,750 shares of Class B common stock. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The Sponsor forfeited 2,156,250 Founder Shares prior to the consummation of the Initial Public Offering, reducing the aggregate number of Founder Shares held by the Sponsor to 4,312,500 . In addition, prior to the consummation of the Initial Public Offering, the Sponsor returned to the Company an aggregate of 190,000 Founder Shares, which the Company canceled, and the Company issued an aggregate of 190,000 Founder Shares to its director nominees and certain of its directors at Sponsor’s effective purchase price. Class B Founder Shares The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described herein. Prior to the Business Combination, only holders of the Company’s Class B common stock will be entitled to vote on the appointment of directors. Certain qualified institutional buyers or institutional accredited investors not affiliated with the Company, the Sponsor or any member of the Company’s management expressed to the Company an interest in purchasing up to 1,485,000 Units (the “9.9% Anchor Investors”) and 742,500 Units (the “4.95% Anchor Investors” and together with the 9.9% Anchor Investors, the “Anchor Investors”). In connection with the closing of the Initial Public Offering, Sponsor sold 93,750 Founder Shares to each 9.9% Anchor Investor and 46,875 Founder Shares to each 4.95% Anchor Investor, or an aggregate of 890,625 Founder Shares, in each case at Sponsor’s purchase price. The Company estimated the fair value of the Founder Shares sold to Anchor Investors to be $6.65 per share. Related Party Working Capital Loan In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date the Units are first listed on NASDAQ, the Company has agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2021, no amount was accrued for the administrative support, since $15,000 was paid prior to the balance sheet date. |
Commitments & Contingencies
Commitments & Contingencies | 7 Months Ended |
Sep. 30, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | 6. Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Initial Public Offering, and the Anchor Investors will be entitled to certain registration rights pursuant to their investment agreements. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriter at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its initial Business Combination (the “Deferred Discount”). The Deferred Discount of $5,495,000 will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions |
Stockholders' Deficit
Stockholders' Deficit | 7 Months Ended |
Sep. 30, 2021 | |
Stockholders' Deficit | |
Stockholders' Deficit | 7. Stockholders’ Deficit Preferred Stock outstanding Class A Common Stock outstanding Class B Common Stock - outstanding Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or applicable stock exchange rule; provided that only holders of the Class B common stock shall have the right to vote on the election of the Company’s directors prior to the Business Combination. The shares of Class B common stock outstanding upon the completion of the Initial Public Offering, will automatically convert into Class A common stock at the time of the Business Combination on a one-for-one basis (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as described herein. Warrants 12 become effective within 60 business days after the closing of the Company's initial Business Combination and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. Notwithstanding the above, if the Company's Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of public warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, which we refer to as the 30 -day redemption period; and ● if, and only if, the reported closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant-holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period or the Company requires the Public Warrants to be exercised on a cashless basis as described below. If the Company calls the Public Warrants for redemption as described above, its management will have the option to require any holders that wishes to exercise its Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company's cash position, the number of Public Warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Company’s Public Warrants. If the Company takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price (defined below) as of the date on which the notice of redemption is sent to the holders of the warrants. The “10-day average closing price” means, as of any date, the average last reported sale price of the Class A common stock as reported during the 10-trading day period ending on the trading day prior to such date. If the Company takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. The Company believes this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after the Company’s initial Business Combination. If the Company calls warrants for redemption and the Company does not take advantage of this option, the Company’s sponsor and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant-holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level Fair Value September 30, 2021 (unaudited) Marketable securities held in Trust Account 1 $ 158,570,450 There were no transfers between Levels 1, 2, and 3 during the three months and inception (March 12, 2021) to date ended September 30, 2021. |
Subsequent Events
Subsequent Events | 7 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events Management has evaluated the impact of subsequent events through November 18, 2021. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash Held in Trust Account | Cash Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in money market funds. |
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 had $2,074,278 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of September 30, 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. See Note 8 for further discussion of the methodology used to determine fair values. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Common Stock and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A Common Stock were recognized in additional paid-in capital. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net earnings or loss per share is computed by dividing net earnings or loss by the weighted-average number of shares of common stock outstanding during the periods. A reconciliation of the net income per share is below: For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Net Loss $ (205,417) $ (215,417) Adjustment of temporary equity to redemption value (2,512,000) (2,512,000) Net loss including adjustment of temporary equity to redemption value $ (2,717,417) $ (2,727,417) For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Class A-t Class B Class A-t Class B Basic and diluted net loss per share Numerator Allocation of net loss including adjustment of temporary equity $ (1,208,586) $ (1,508,831) $ (750,756) $ (1,976,661) Adjustment of temporary equity to redemption value 2,512,000 — 2,512,000 — Allocation of net loss $ 1,303,414 $ (1,508,831) $ 1,761,244 $ (1,976,661) Denominator Weighted average shares outstanding, basic and diluted 3,454,348 4,312,500 1,637,931 4,312,500 Basic and diluted net loss per share $ 0.38 $ (0.35) $ 1.08 $ (0.46) The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment. The Company’s statement of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. With respect to the adjustment of the Class A common stock subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company has treated the adjustment in the same manner as a dividend in the calculation of the net income/(loss) per common stock. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020 the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Reconciliation of Net Loss per Common Share | For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Net Loss $ (205,417) $ (215,417) Adjustment of temporary equity to redemption value (2,512,000) (2,512,000) Net loss including adjustment of temporary equity to redemption value $ (2,717,417) $ (2,727,417) For the three months ended Inception to date September 30, 2021 September 30, 2021 (Unaudited) (Unaudited) Class A-t Class B Class A-t Class B Basic and diluted net loss per share Numerator Allocation of net loss including adjustment of temporary equity $ (1,208,586) $ (1,508,831) $ (750,756) $ (1,976,661) Adjustment of temporary equity to redemption value 2,512,000 — 2,512,000 — Allocation of net loss $ 1,303,414 $ (1,508,831) $ 1,761,244 $ (1,976,661) Denominator Weighted average shares outstanding, basic and diluted 3,454,348 4,312,500 1,637,931 4,312,500 Basic and diluted net loss per share $ 0.38 $ (0.35) $ 1.08 $ (0.46) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level Fair Value September 30, 2021 (unaudited) Marketable securities held in Trust Account 1 $ 158,570,450 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Sep. 27, 2021USD ($)$ / sharesshares | Sep. 10, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 2,250,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ 8,210,000 | ||||||
Cash held outside the Trust Account | $ 2,074,278 | 2,074,278 | $ 2,074,278 | ||||
Working Capital | $ 2,272,880 | ||||||
Aggregate purchase price | $ 25,000 | ||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||
Payments for investment of cash in Trust Account | $ 158,570,000 | ||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition for future business combination threshold Percentage Ownership | 50 | ||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 100 | ||||||
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 | ||||||
Threshold percentage of public shares subject to redemption without companys prior written consent | 15.00% | ||||||
Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | 0.0001 | $ 0.0001 | ||||
Private Placement Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||||||
Proceeds of the sale of the Private Placement Warrants deposited in trust account | $ 4,710,000 | ||||||
Initial Public Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 15,700,000 | ||||||
Purchase price, per unit | $ / shares | $ 10.10 | $ 10.10 | $ 10.10 | ||||
Proceeds from issuance initial public offering | $ 157,000,000 | ||||||
Payments for investment of cash in Trust Account | $ 158,570,000 | ||||||
Proceeds from the Initial Public Offering deposited in trust account | $ 153,860,000 | ||||||
Threshold period for completion of business combination from the closing of initial public offering | 18 months | ||||||
Initial Public Offering [Member] | Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares in a unit | shares | 1 | ||||||
Initial Public Offering [Member] | Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Number of warrants in a unit | shares | 0.5 | ||||||
Private Placement | Private Placement Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 8,000,000 | ||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 700,000 | ||||||
Over-allotment option | Private Placement Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 210,000 | ||||||
Sponsor | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Sponsor | Private Placement | Private Placement Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of Private Placement Warrants (in shares) | shares | 210,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 210,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash and Cash Equivalents | $ 712,000 |
Cash equivalents | 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Federal depository insurance coverage | $ 250,000 |
Public Warrants | |
Threshold trading days for redemption of public warrants | 20 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Net Loss | $ (10,000) | $ (205,417) | $ (215,417) |
Adjustment of temporary equity to redemption value | (2,512,000) | (2,512,000) | |
Net loss including adjustment of temporary equity to redemption value | (2,717,417) | (2,727,417) | |
Numerator | |||
Adjustment of temporary equity to redemption value | (2,512,000) | (2,512,000) | |
Common Class AT [Member] | |||
Adjustment of temporary equity to redemption value | 2,512,000 | 2,512,000 | |
Numerator | |||
Allocation of net loss including adjustment of temporary equity | (1,208,586) | (750,756) | |
Adjustment of temporary equity to redemption value | 2,512,000 | 2,512,000 | |
Allocation of net loss | $ 1,303,414 | $ 1,761,244 | |
Denominator | |||
Weighted average shares outstanding, basic | 3,454,348 | 1,637,931 | |
Weighted average shares outstanding, diluted | 3,454,348 | 1,637,931 | |
Basic net loss per share | $ 0.38 | $ 1.08 | |
Diluted net loss per common share | $ 0.39 | $ 1.09 | |
Class B Common Stock | |||
Adjustment of temporary equity to redemption value | $ 0 | $ 0 | |
Numerator | |||
Allocation of net loss including adjustment of temporary equity | (1,508,831) | (1,976,661) | |
Adjustment of temporary equity to redemption value | 0 | 0 | |
Allocation of net loss | $ (1,508,831) | $ (1,976,661) | |
Denominator | |||
Weighted average shares outstanding, basic | 4,312,500 | 4,312,500 | |
Weighted average shares outstanding, diluted | 4,312,500 | 4,312,500 | |
Basic net loss per share | $ (0.35) | $ (0.46) | |
Diluted net loss per common share | $ (0.34) | $ (0.45) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended | 7 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 2,250,000 | |
Purchase price, per unit | $ / shares | $ 10 | $ 10 |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ / shares | 11.50 | 11.50 |
Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 11.50 | 11.50 |
Initial Public Offering [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 15,700,000 | |
Purchase price, per unit | $ / shares | $ 10.10 | 10.10 |
Proceeds from issuance initial public offering | $ | $ 157,000,000 | |
Initial Public Offering [Member] | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10 |
Number of warrants in a unit | shares | 0.5 | |
Number of shares issuable per warrant | shares | 0.5 | 0.5 |
Initial Public Offering [Member] | Class A Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | shares | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 700,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | Sep. 27, 2021 | Sep. 10, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of Private Placement Warrants | $ 8,210,000 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 8,000,000 | ||
Price of warrants | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||
Over-allotment option | Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrants | $ 1 | ||
Additional units sold of shares | 210,000 | ||
Proceeds from sale of Private Placement Warrants | $ 210,000 | ||
Private Placement | Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 8,000,000 | ||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 7 Months Ended | |
Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2021$ / sharesshares | |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Ratio to be applied to the stock in the conversion | 1 | ||
Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Ratio to be applied to the stock in the conversion | 1 | ||
Class B Common Stock | 4.95% Anchor Investors | |||
Related Party Transaction [Line Items] | |||
Maximum number of units expressed interest to purchase | 742,500 | ||
Class B Common Stock | 9.9% Anchor Investors | |||
Related Party Transaction [Line Items] | |||
Maximum number of units expressed interest to purchase | 1,485,000 | ||
Sponsor | |||
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Founder shares | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 190,000 | ||
Percentage on outstanding shares upon completion of initial public offering for issuing founder shares | 20.00% | 20.00% | |
Founder shares | Anchor Investors | |||
Related Party Transaction [Line Items] | |||
Estimated fair value per share | $ / shares | 6.65 | ||
Founder shares | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 6,468,750 | ||
Founder shares | Sponsor | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 6,468,750 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Aggregate number of shares owned | 4,312,500 | 4,312,500 | |
Number of shares forfeited | 2,156,250 | 2,156,250 | |
Number of shares returned | 190,000 | 190,000 | |
Number of shares at sponsor's purchase price | 890,625 | ||
Founder shares | Sponsor | 4.95% Anchor Investors | |||
Related Party Transaction [Line Items] | |||
Number of shares sold | 46,875 | ||
Founder shares | Sponsor | 9.9% Anchor Investors | |||
Related Party Transaction [Line Items] | |||
Number of shares sold | 93,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | |
Related Party Transaction [Line Items] | ||
Outstanding balance of related party note | $ 0 | $ 0 |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 15,000 | |
Expenses incurred and paid | 15,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ / shares | $ 1 | $ 1 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 7 Months Ended |
Sep. 30, 2021USD ($)shares | |
Commitments & Contingencies | |
Number of units issued | shares | 2,250,000 |
Underwriting discount per unit (as a percent) | 2.00% |
Additional fee on gross offering proceeds (as a percent) | 3.50% |
Granted Term | 45 days |
Deferred underwriting fees payable | $ | $ 5,495,000 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Stockholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock Shares (Details) | 7 Months Ended | |
Sep. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Ratio to be applied to the stock in the conversion | 1 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, shares issued (in shares) | 0 | |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 15,700,000 | |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | |
Common shares, shares outstanding (in shares) | 0 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 4,312,500 | |
Common shares, shares outstanding (in shares) | 4,312,500 | |
Ratio to be applied to the stock in the conversion | 1 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) | 7 Months Ended |
Sep. 30, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 9.20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | 60 days |
Period of time within which registration statement is expected to become effective | 15 days |
Exercise price of warrant | $ 11.50 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 10 |
Redemption period | 30 days |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Public Warrants | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Share Price | $ 9.20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Level 1 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Fair Value | $ 158,570,450 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Measurements | |||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | $ 0 | $ 0 |