Apexigen (APGN) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Registrant Name	Brookline Capital Acquisition Corp.
Entity Central Index Key	0001814140
Entity File Number	001-39488
Entity Tax Identification Number	85-1260244
Current Fiscal Year End Date	--12-31
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	280 Park Avenue, Suite 43W
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
Entity Incorporation, State or Country Code	DE
City Area Code	646
Local Phone Number	643-6716
Entity Common Stock, Shares Outstanding		7,434,500
Units, each consisting of one Class A common share, $0.0001 par value, and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A common share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	BCACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common shares included as part of the units
Trading Symbol	BCAC
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	BCACW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 352,132	$ 978
Prepaid expenses	121,839
Total current assets	473,971	978
Investments held in Trust Account	58,078,592
Deferred offering costs associated with the proposed public offering		96,274
Total Assets	58,552,563	97,252
Current liabilities:
Accounts payable	26,814
Accrued expenses	45,000
Franchise tax payable	41,057
Note payable—related party		73,106
Total current liabilities	112,871	73,106
Derivative warrant liabilities	328,520
Total liabilities	441,391	73,106
Commitments and Contingencies
Common stock, $0.0001 par value; 5,263,743 and -0- shares subject to possible redemption at $10.09 per share at June 30, 2021 and December 31, 2020, respectively	53,111,167
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020	0	0
Common stock, $0.0001 par value; 25,000,000 shares authorized; 2,170,757 and -0- shares issued and outstanding (excluding 5,263,743 and -0- shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively	217	144
Additional paid-in capital	5,453,196	25,834
Accumulated deficit	(453,408)	(1,832)
Total stockholders' equity	5,000,005	24,146
Total Liabilities and Stockholders' Equity	$ 58,552,563	$ 97,252

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Temporary equity shares, value per share	$ 0.0001	$ 0.0001
Temporary equity shares, outstanding	5,263,743	0
Temporary equity redemption price per share	$ 10.09	$ 10.09
Preferred stock, value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	2,170,757	1,437,500
Common stock, shares outstanding	2,170,757	1,437,500

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2021
General and administrative expenses	$ 729	$ 113,075	$ 194,622
Administrative expenses—related party	0	30,000	50,000
Franchise tax expense	0	20,444	41,586
Loss from operations	(729)	(163,519)	(286,208)
Other income (expenses)
Change in fair value of derivative warrant liabilities	0	(119,800)	(168,960)
Net gain from investments held in Trust Account		1,742	3,592
Total other income (expenses)	0	(118,058)	(165,368)
Net loss	$ (729)	$ (281,577)	$ (451,576)
Redeemable Common Stock [Member]
Other income (expenses)
Basic and diluted weighted average shares outstanding	0	5,286,161	5,291,457
Basic and diluted net loss per share	$ 0	$ 0	$ 0
Non Redeemable Common Stock [Member]
Other income (expenses)
Net loss		$ (281,577)	$ (451,576)
Basic and diluted weighted average shares outstanding	1,250,000	7,448,340	6,348,141
Basic and diluted net loss per share	$ 0	$ (0.04)	$ (0.07)

Condensed Statements of Changes

Condensed Statements of Changes In Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance at May. 26, 2020	$ 0	$ 0	$ 0	$ 0
Beginning balance (Shares) at May. 26, 2020		0
Issuance of common stock to Sponsor	25,000	$ 144	24,856
Issuance of common stock to Sponsor (Shares)		1,437,500
Net loss	(729)			(729)
Ending balance at Jun. 30, 2020	25,000	$ 144	24,856	(729)
Ending balance (Shares) at Jun. 30, 2020		1,437,500
Beginning balance at Dec. 31, 2020	24,146	$ 144	25,834	(1,832)
Beginning balance (Shares) at Dec. 31, 2020		1,437,500
Sale of units in initial public offering, less fair value of public warrants	57,500,000	$ 575	57,499,425
Sale of units in initial public offering, less fair value of public warrants (Shares)		5,750,000
Offering costs	(1,271,838)		(1,271,838)
Sale of units in private placement, less derivative warrant liabilities	2,310,440	$ 25	2,310,415
Sale of units in private placement, less derivative warrant liabilities (Shares)		247,000
Common stock subject to possible redemption	(53,392,741)	$ (529)	(53,392,212)
Common stock subject to possible redemption (Shares)		(5,286,410)
Net loss	(169,999)			(169,999)
Ending balance at Mar. 31, 2021	5,000,008	$ 215	5,171,624	(171,831)
Ending balance (Shares) at Mar. 31, 2021		2,148,090
Beginning balance at Dec. 31, 2020	24,146	$ 144	25,834	(1,832)
Beginning balance (Shares) at Dec. 31, 2020		1,437,500
Net loss	(451,576)
Ending balance at Jun. 30, 2021	$ 5,000,005	$ 217	5,453,196	(453,408)
Ending balance (Shares) at Jun. 30, 2021	2,170,757	2,170,757
Beginning balance at Mar. 31, 2021	$ 5,000,008	$ 215	5,171,624	(171,831)
Common stock subject to possible redemption	281,574	$ 2	281,572
Common stock subject to possible redemption (Shares)		22,667
Net loss	(281,577)			(281,577)
Ending balance at Jun. 30, 2021	$ 5,000,005	$ 217	$ 5,453,196	$ (453,408)
Ending balance (Shares) at Jun. 30, 2021	2,170,757	2,170,757

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (729)	$ (451,576)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under promissory note	0	23,373
Change in fair value of derivative warrant liabilities	0	168,960
Net gain from investments held in Trust Account	0	(3,592)
Changes in operating assets and liabilities:
Prepaid expenses	0	(121,839)
Account payable	729	26,814
Accrued expenses	0	0
Franchise tax payable	0	41,057
Net cash used in operating activities	0	(316,803)
Cash Flows from Investing Activities
Cash deposited in Trust Account	0	(58,075,000)
Net cash used in investing activities	0	(58,075,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	0	(116,346)
Proceeds received from initial public offering, gross		57,500,000
Proceeds received from private placement		2,470,000
Offering costs paid	0	(1,110,697)
Net cash provided by financing activities	0	58,742,957
Net change in cash	0	351,154
Cash - beginning of the period	0	978
Cash - end of the period	0	352,132
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	0	45,000
Offering costs paid by related party under promissory note	0	19,867
Initial value of common stock subject to possible redemption	0	53,530,010
Change in value of common stock subject to possible redemption	0	(418,843)
Deferred offering costs paid by Sponsor in exchange for common stock	$ 25,000	$ 0

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Brookline Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company has not yet identified a Business Combination target and may pursue an initial Business Combination target in any business or industry, the Company intends to focus its sear c As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from May 27, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), an affiliate of Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), including 750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $1.3 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 247,000 private placement units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per unit to the Sponsor, generating proceeds of approximately $2.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $58.1 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and will be invested only in U.S “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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 the Business Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation 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% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If a Business Combination has not been consummated within 15 months from the closing of the Initial Public Offering, or May 2, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should 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. 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 per share initially held in the Trust Account. The Company will seek to have all third parties and any prospective target businesses enter into valid and enforceable agreements with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters in the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Sponsor may not be able to satisfy its indemnification obligations. Moreover, the Sponsor will not be liable to the Public Stockholders and instead will only have liability to the Company. Going Concern As of June 30, 2021, the Company had approximately $352,000 in its operating bank account, and working capital of approximately $402,000 (not taking into account approximately $41,000 in tax obligations that may be paid using investment income earned in the Trust Account). The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to pay for certain offering costs in exchange for issuance of the Founder Shares, the loan under the Note of approximately $116,000 (as defined in Note 4), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 2, 2021. In addition, in order to finance transaction costs in connection with an initial Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be requir e The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, May 2, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target Business Combination, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K In April 2021, the Company identified an error in its accounting treatment for its Private Placement Warrants (as defined in Note 4) as presented in its audited balance sheet as of February 2, 2021 included in its Current Report on Form 8-K. The Private Placement Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections” and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the six months ended June 30, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 limit of $250,000. As of June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gatin from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for the 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. Fair Value of As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. Use of Estimates The preparation of 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 condensed financial statements. Actual results could differ from those estimates. Derivative warrant liabilities 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 FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivative and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 2,875,000 Public Warrants (as defined in Note 3) issued in connection with the Initial Public Offering are classified as equity. The 123,500 Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are 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 June 30, 2021, 5,263,743 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Income Taxes The Company’s taxable income primarily consists of net gain from investments held in the Trust Account. The Company’s general and administrative expenses are generally considered start-up 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 for the six months ended June 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 for the six months ended June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common shares The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 2,998,500 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per common share for Public Shares of common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the three months For the six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Net gain from investments held in Trust Account $ 1,595 $ 3,288 Less: Company’s portion available to be withdrawn to pay taxes (1,595 ) (3,288 ) Net income attributable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 5,286,161 5,291,457 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (281,577 ) $ (451,576 ) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable $ (281,577 ) $ (451,576 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 7,448,340 6,348,141 Basic and diluted net loss per share, non-redeemable $ (0.04 ) $ (0.07 ) Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 2, 2021, the Company consummated its Initial Public Offering of 5,750,000 Units, including 750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $57.5 million, and incurring offering costs of approximately $1.3 million. Each Unit consists of one share of common stock and one-half

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares In May 2020, the Sponsor paid an aggregate of $25,000 on behalf of the Company to cover certain offering costs in exchange for the issuance of 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor. In July 2020, the Sponsor forfeited 57,500 Founder Shares for no consideration, and Ladenburg Thalmann & Co. Inc., the representative of the underwriters (“Ladenburg”), and certain of its employees purchased an aggregate of 57,500 shares of common stock (the “Representative Shares”) at an average purchase price of approximately $0.017 per share, for an aggregate purchase price of $977.50. The Sponsor and Ladenburg agreed to forfeit up to an aggregate of 180,000 Founder Shares and 7,500 Representative Shares, respectively, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares and the Representative Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Units and underlying securities). On February 2, 2021, the underwriters fully exercised the over-allotment option; thus, these 187,500 shares were no longer subject to forfeiture. The Sponsor agreed not to transfer, assign or sell 50% of their Founder Shares until the earlier of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 247,000 Private Placement Units at a price of $10.00 per unit to the Sponsor, generating proceeds of approximately $2.5 million. Each Private Placement Unit consists of one share of common stock and one-half The Private Placement Units and their component securities and the Founder Shares held by Ladenburg will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees. Related Party Loans On May 27, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note, which was later amended on January 4, 2021 (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes will either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a conversion price of $10.00 per Private Placement Unit. If the Company does not complete a Business Combination, the loans will not be repaid. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the Company’s prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 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. The Company incurred $30,000 and $50,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2021, respectively. Financial Advisory Fee The Company may pay Brookline Capital Markets (“Brookline”) or its affiliates, partners or employees, a fee for financial advisory services rendered in connection with the Company’s identification, negotiation and consummation of an initial Business Combination. The amount of any fee paid to Brookline or its affiliates, partners or employees, will be based upon the prevailing market rates for similar services for such transactions at such time.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Representative Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registered such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the holders of the Representative Shares may not exercise demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Company’s initial registration statement was declared effective and may not exercise demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.15 per unit, or $862,500 in the aggregate, paid upon the closing of the Initial Public Offering .

Warrants

Warrants	6 Months Ended
	Jun. 30, 2021
Warrants [Abstract]
Warrants	Note 6 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). However, the Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed. If a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants have an exercise price of $11.50 per full share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption given after the Public Warrants become exercisable; and • if, and only if, the last sale price of the 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 • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers or any of their permitted transferees. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of either the Public Warrants or the Private Placement Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants and such warrants would expire.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 7 — Stockholders’ Equity Preference Shares— Common Shares— and 1,437,500 -0- Of the 7,434,500 shares of common stock outstanding, up to 187,500 of these shares were subject to forfeiture by the Sponsor on a pro rata basis depending on the extent to which the underwriters’ over-allotment option was exercised in full by the underwriters, so that the Founder Shares and the Representative Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Units and underlying securities). On February 2, 2021, the underwriters fully exercised the over-allotment option; thus, these 187,500 shares were no longer subject to forfeiture.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets—Investments held in Trust Account: Mutual funds $ 5,915 $ — $ — U.S. Treasury Securities $ 58,072,677 $ — $ — Liabilities: Derivative warrant liabilities—Private $ — $ — $ 328,520 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2021. Level 1 assets include investments in mutual funds invested in government securities and U.S. Treasury Securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants are measured using a Monte Carlo simulation. For the three months ended June 30, 2021, the Company incurred a non-operating non-operating The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of As of Volatility 24.1 % 24.4 % 38.0 % Stock price $ 9.36 $ 9.83 $ 9.92 Expected life of the options to convert 5.92 5.75 5.46 Risk-free rate 0.57 % 1.10 % 0.95 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at December 31, 2020 $ — Issuance of Private Warrants 159,560 Change in fair value of derivative warrant liabilities 49,160 Level 3—Derivative warrant liabilities at March 31, 2021 $ 208,720 Change in fair value of derivative warrant liabilities 119,800 Level 3—Derivative warrant liabilities at June 30, 2021 $ 328,520

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the condensed financial statements were available for issuance. 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)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Current Report on Form 8-K In April 2021, the Company identified an error in its accounting treatment for its Private Placement Warrants (as defined in Note 4) as presented in its audited balance sheet as of February 2, 2021 included in its Current Report on Form 8-K. The Private Placement Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet. Pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections” and Staff Accounting Bulletin 99, “Materiality”) (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in the unaudited condensed financial statements contained herein which resulted in a increase to the derivative warrant liabilities line item and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item recorded as part of the activity in the six months ended June 30, 2021 as reported herein. There would have been no change to total stockholders’ equity as reported.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Concentration of Credit Risk	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 limit of $250,000. As of June 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 no cash equivalents as of June 30, 2021 and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gatin from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for the 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.
Fair Value of Financial Instruments	Fair Value of As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments.
Use of Estimates	Use of Estimates The preparation of 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 condensed financial statements. Actual results could differ from those estimates.
Derivative warrant liabilities	Derivative warrant liabilities 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 FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivative and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The 2,875,000 Public Warrants (as defined in Note 3) issued in connection with the Initial Public Offering are classified as equity. The 123,500 Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating
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 480. Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are 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 June 30, 2021, 5,263,743 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Income Taxes	Income Taxes The Company’s taxable income primarily consists of net gain from investments held in the Trust Account. The Company’s general and administrative expenses are generally considered start-up 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 for the six months ended June 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 for the six months ended June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income (loss) per common shares	Net income (loss) per common shares The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 2,998,500 shares of the Company’s common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per common share for Public Shares of common stock subject to possible redemption in a manner similar to the two-class Net income (loss) per common share, basic and diluted, for non-redeemable non-redeemable Non-redeemable non-redeemable Non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share: For the three months For the six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Net gain from investments held in Trust Account $ 1,595 $ 3,288 Less: Company’s portion available to be withdrawn to pay taxes (1,595 ) (3,288 ) Net income attributable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 5,286,161 5,291,457 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (281,577 ) $ (451,576 ) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable $ (281,577 ) $ (451,576 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 7,448,340 6,348,141 Basic and diluted net loss per share, non-redeemable $ (0.04 ) $ (0.07 )
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of basic and diluted net income (loss) per common share	The following table reflects the calculation of basic and diluted net income (loss) per common share: For the three months For the six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to possible redemption Net gain from investments held in Trust Account $ 1,595 $ 3,288 Less: Company’s portion available to be withdrawn to pay taxes (1,595 ) (3,288 ) Net income attributable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 5,286,161 5,291,457 Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — Non-redeemable Numerator: Net Loss minus Net Earnings Net loss $ (281,577 ) $ (451,576 ) Net income allocable to Class A common stock subject to possible redemption — — Non-redeemable $ (281,577 ) $ (451,576 ) Denominator: weighted average non-redeemable Basic and diluted weighted average shares outstanding, non-redeemable 7,448,340 6,348,141 Basic and diluted net loss per share, non-redeemable $ (0.04 ) $ (0.07 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Summary Of Assets And Liabilities Measured At Fair Value	The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy: Description Quoted Prices in Active Significant Other Significant Other Assets—Investments held in Trust Account: Mutual funds $ 5,915 $ — $ — U.S. Treasury Securities $ 58,072,677 $ — $ — Liabilities: Derivative warrant liabilities—Private $ — $ — $ 328,520
Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of As of Volatility 24.1 % 24.4 % 38.0 % Stock price $ 9.36 $ 9.83 $ 9.92 Expected life of the options to convert 5.92 5.75 5.46 Risk-free rate 0.57 % 1.10 % 0.95 % Dividend yield 0.0 % 0.0 % 0.0 %
Summary Of Derivative Warrant Liabilities	The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the six months ended June 30, 2021 is summarized as follows: Level 3—Derivative warrant liabilities at December 31, 2020 $ — Issuance of Private Warrants 159,560 Change in fair value of derivative warrant liabilities 49,160 Level 3—Derivative warrant liabilities at March 31, 2021 $ 208,720 Change in fair value of derivative warrant liabilities 119,800 Level 3—Derivative warrant liabilities at June 30, 2021 $ 328,520

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 02, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Proceeds received from initial public offering, gross			$ 57,500,000
Proceeds from issuance of private placement			$ 2,470,000
Percentage of net assets held in the Trust Account			80.00%
Per share value of the residual assets remaining available for distribution			$ 10.10
Net tangible assets for consummation of a Business Combination			$ 5,000,001
Public shares redeemable percentage			100.00%
Business combination consummated terms			15 months
Threshold number of days for public shares redeem			10 days
Dissolution expenses, Interest			$ 100,000
Cash held by company			352,132	$ 978
Working capital			402,000
Tax obligations			41,000
Offering costs paid by sponsor			25,000
Note, face amount			116,000
Working capital loans, outstanding			0
Common Stock [Member]
Stock issued during period, shares, new issues		5,750,000
Operating Bank Account [Member]
Cash held by company			$ 352,000
Minimum [Member]
Percentage of voting interests acquired			50.00%
Percentage of shares of common stock sold determining shares redeem			15.00%
Private Placement [Member]
Class of warrant or right, shares issue			247,000
Class of warrant or right issue price			$ 10
Proceeds from issuance of private placement			$ 2,500,000
Over-Allotment Option [Member] | Common Stock [Member]
Stock issued during period, shares, new issues	750,000
IPO [Member] | Common Stock [Member]
Stock issued during period, shares, new issues	5,750,000
Stock issued, price per share	$ 10
Proceeds received from initial public offering, gross	$ 57,500,000
Offering costs incurred	$ 1,300,000
IPO [Member] | Private Placement [Member]
Proceeds received from initial public offering, gross			$ 58,100,000
Proceeds from issuance of initial public offering, price per unit			$ 10.10
Maturity days of U.S "government securities"			185 days

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Numerator:
Non-redeemable net loss	$ (729)	$ (281,577)	$ (169,999)	$ (451,576)
Redeemable Common Stock [Member]
Numerator:
Net gain from investments held in Trust Account		1,595		3,288
Less: Company's portion available to be withdrawn to pay taxes		(1,595)		(3,288)
Net income allocable to Class A common stock subject to possible redemption		$ 0		$ 0
Denominator:
Basic and diluted weighted average shares outstanding, non-redeemable common stock	0	5,286,161		5,291,457
Basic and diluted net loss per share, non-redeemable common stock	$ 0	$ 0		$ 0
Non Redeemable Common Stock [Member]
Numerator:
Net loss		$ (281,577)		$ (451,576)
Net income allocable to Class A common stock subject to possible redemption		0		0
Non-redeemable net loss		$ (281,577)		$ (451,576)
Denominator:
Basic and diluted weighted average shares outstanding, non-redeemable common stock	1,250,000	7,448,340		6,348,141
Basic and diluted net loss per share, non-redeemable common stock	$ 0	$ (0.04)		$ (0.07)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Line Items]
Cash equivalents	$ 0		$ 0
Term of restricted investments	185 days
Temporary equity shares, outstanding	5,263,743		0
Unrecognized income tax benefits	$ 0
Accrued interest and penalties on unrecognized tax benefits	0
Deferred tax assets, net of valuation allowance	$ 59,000
Warrant [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	2,998,500
Public Warrants [Member]
Accounting Policies [Line Items]
Class of warrants or rights issued during the period units	2,875,000
Private Placement Warrants [Member]
Accounting Policies [Line Items]
Class of warrants or rights issued during the period units	123,500
Minimum [Member]
Accounting Policies [Line Items]
Cash with federal deposit insurance corporation	$ 250,000
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accounting Policies [Line Items]
Derivative warrant liabilities		$ 160,000
Temporary equity outstanding value		$ 160,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) $ / shares in Units, $ in Millions	Feb. 02, 2021USD ($)$ / sharesshares
Class of Stock [Line Items]
Gross proceeds | $	$ 57.5
Offering cost | $	$ 1.3
Price per share | $ / shares	$ 11.50
IPO [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	5,750,000
Over-Allotment Option [Member]
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	750,000
Price per share | $ / shares	$ 10

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Feb. 02, 2021	Jul. 31, 2020	Jun. 30, 2020	May 31, 2020	Jun. 30, 2021	Jun. 30, 2021	May 27, 2020
Related Party Transaction [Line Items]
Share price					$ 10.10	$ 10.10
Proceeds from private placement						$ 2,470,000
Debt face amount					$ 116,000	$ 116,000
Debt conversion price per share					$ 10	$ 10
Related party transaction general and administration expenses incurred			$ 0		$ 30,000	$ 50,000
Gross proceeds	$ 57,500,000
Paid an aggregate				25,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction	750,000
Price per share	$ 10
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Convertible debt					$ 1,500,000	$ 1,500,000
Public Warrant [Member]
Related Party Transaction [Line Items]
Exercise price of warrants					$ 11.50	$ 11.50
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares forfeited		57,500
Sale of founder shares					50.00%	50.00%
Proceeds from private placement						$ 2,500,000
Class of warrants or rights, transfers, restriction on number of days from the date of business combination						30 days
Payment of monthly fees					$ 10,000	$ 10,000
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Shares issued during period new issues						247,000
Share issued price per share					$ 10	$ 10
Sponsor [Member] | Note [Member]
Related Party Transaction [Line Items]
Debt face amount							$ 300,000
Proceeds from related party notes	$ 116,000
Sponsor [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction				1,437,500
Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds Dollar Twelve Per Share [Member]
Related Party Transaction [Line Items]
Share price					$ 12.50	$ 12.50
Common stock, transfers, threshold trading days						20 days
Common stock, transfers, threshold consecutive trading days						30 days
Employees [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction		57,500
Gross proceeds		$ 977.50
Price per share		$ 0.017
Sponsor and Ladenburg [Member]
Related Party Transaction [Line Items]
Percentage of common stock shareholding					20.00%	20.00%
Sponsor and Ladenburg [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Shares subject to forfeit						180,000
Sponsor and Ladenburg [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares subject to forfeit	187,500
Representative Shares [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Shares subject to forfeit						7,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Demand Registration Rights [Member]
Other Commitments [Line Items]
Period after which the rights of holders may be waived	5 years
Piggy Back Registration Rights [Member]
Other Commitments [Line Items]
Period after which the rights of holders may be waived	7 years
Underwriters [Member]
Other Commitments [Line Items]
Stock issued during the period new issues shares | shares	750,000
Underwriting discount per unit | $ / shares	$ 0.15
Underwriting discount amount | $	$ 862,500

Warrants - Additional Informati

Warrants - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021$ / shares
Class of Warrant or Right [Line Items]
Number of days within which securities shall be registered post conusmmation of business combination	15 days
Class of warrants or rights term	5 years
Number of days within which securities registration shall become effective post consummation of business combination	60 days
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Number of days after which warrants become exercisable	30 days
Exercise price per share or per unit of warrants or rights outstanding	$ 11.50
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member]
Class of Warrant or Right [Line Items]
Sale of stock issue price per share	9.20
Volume weighted average price of shares based on the trading period	$ 9.20
Class of warrants or rights or rights exercise price as a percentage of newly issued share price	115.00%
Percentage of proceeds to used for business combination as a percentage of total proceeds	60.00%
Number of trading days for determining volume weighted average price	20 days
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member]
Class of Warrant or Right [Line Items]
Newly issued share price	$ 18
Number of trading days for determining share price triggering warrant redemption	20 days
Class of warrants or rights redemption price per unit of warrant	$ 0.01
Class of warrants or rights or rights exercise price as a percentage of newly issued share price	180.00%
Number of consecutive trading days for determining share price triggering warrant redemption	30 days
Notice of warrants redemption period	30 days

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	25,000,000	25,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares issued	2,170,757	1,437,500
Common stock, shares outstanding	2,170,757	1,437,500
Common stock subject to possible redemption	5,263,743	0
Including Shares Subject To Possible Redemption [Member]
Class of Stock [Line Items]
Common stock, shares issued	7,434,500	1,437,500
Common stock, shares outstanding	7,434,500	1,437,500
Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	187,500
Founder And The Representative [Member]
Class of Stock [Line Items]
Percentage of the common stock shares issued and outstanding	20.00%

Fair Value Measurements - Summa

Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Recurring [member]	Jun. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member] | Mutual Funds [Member]
Assets – Investments held in Trust Account:
Assets – Investments held in trust account	$ 5,915
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member]
Assets – Investments held in Trust Account:
Assets – Investments held in trust account	58,072,677
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrant [Member]
Liabilities:
Derivative warrant liabilities	$ 328,520

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) - $ / shares	Feb. 02, 2021	Mar. 31, 2021	Jun. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price			$ 10.10
Fair Value, Inputs, Level 3 [Member] | Public And Private Placement Warrants [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	24.10%	24.40%	38.00%
Stock price	$ 9.36	$ 9.83	$ 9.92
Expected life of the options to convert	5 years 11 months 1 day	5 years 9 months	5 years 5 months 15 days
Risk-free rate	0.57%	1.10%	0.95%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary Of Derivative Warrant Liabilities (Detail) - Derivative Financial Instruments, Liabilities [Member] - Fair Value, Recurring [member] - Private Warrants [member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative warrant liabilities	$ 208,720	$ 0
Issuance of Private Warrants		159,560
Change in fair value of derivative warrant liabilities	119,800	49,160
Derivative warrant liabilities	$ 328,520	$ 208,720

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value adjustment to warrants	$ 0	$ 119,800	$ 168,960
Description of the valuation input used			Monte Carlo simulation
Private Warrants [member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value adjustment to warrants		$ 120,000	$ 169,000
Share based compensation by share based payment arrangement dividend rate			0.00%