| Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have
been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for
the periods presented. The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December
31, 2020 as filed with the SEC on March 31, 2021, which contained the audited financial statements and notes thereto. The interim results
for the nine and three months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending
December 31, 2021 or for any future interim periods . Emerging Growth Company Status The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 US 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. 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 has $191,915
of cash held outside of the Trust Account as of September 30, 2021 and $677,130 as of December 31, 2020. The Company did not have
any cash equivalents as of September 30, 2021 and December 31, 2020. Investment Held in Trust Account As of September 30, 2021,
the Company had $139,426,720 in the Trust Account which may be utilized for Business Combination. As of September 30, 2021 and December
31, 2020, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities
as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities
are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded
at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value
of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying
costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established.
To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to
the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment,
changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area
or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security
as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income”
line item in the condensed statements of operations. Interest income is recognized when earned. Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC
820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Common Stock (underlying the Public Subunits)
Subject to Possible Redemption The Company accounts for its
common stock underlying the public subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the public subunits
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
common stock underlying public subunits (including common stock underlying public subunits that features redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, common stock underlying the public subunits are classified as stockholders’
equity. The Company’s common stock underlying the public subunits feature 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 and December 31,
2020, common stock underlying the public subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’
equity section of the Company’s condensed balance sheets. Derivative Financial Instruments The Company does not use derivative
instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments,
including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are
recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of
operations. Derivative assets and liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. Net Loss Per Common Share The Company complies with
accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income
(loss) per redeemable public share and income (loss) per non-redeemable founder share following the two-class method of income (loss)
per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares,
the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss)
less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value
of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating
the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the
public shares and 24% for the non-redeemable founder shares for the three and nine months ended September 30, 2021, reflective of
the respective participation rights. The earnings per share presented
in the condensed statement of operations is based on the following:
For the For the
September 30, September 30,
Net loss $ (243,022 ) $ (476,183 )
Accretion of temporary equity to redemption value (14,155 ) (43,473 )
Net loss including accretion of temporary equity to redemption value $ (257,177 ) $ (519,656 )
For the three months ended For the nine months ended
September 30, 2021 September 30, 2021
Redeemable Non-redeemable Redeemable Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity $ (195,335 ) $ (61,842 ) $ (394,697 ) $ (124,959 )
Accretion of temporary equity to redemption value 14,155 — 43,473 —
Allocation of net loss $ (181,180 ) $ (61,842 ) $ (351,224 ) $ (124,959 )
Denominator:
Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000
Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) As of September 30, 2021,
the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock
and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods
presented. Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times,
may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income
taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position 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. ASC 740
also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential
examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months. The provision for income taxes was deemed to be immaterial as of September 30, 2021 and December 31, 2020. Recent Accounting Pronouncements In June 2016, the FASB issued
ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU
2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology,
which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology
utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity
debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired.
After the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements
and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years
beginning after December 15, 2022 for smaller reporting companies. The Company plans to adopt this standard in the first quarter of 2023
and does not expect the adoption will have a significant impact on its financial statements and related disclosures. Other than as noted above, Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements. |
