Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 08, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | BCACU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common shares included as part of the units | |
Trading Symbol | BCAC | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | BCACW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 274,492 | $ 978 |
Prepaid expenses | 67,627 | |
Total current assets | 342,119 | 978 |
Investments held in Trust Account | 58,077,784 | |
Deferred offering costs associated with the proposed public offering | 96,274 | |
Total Assets | 58,419,903 | 97,252 |
Current liabilities: | ||
Accounts payable | 30,292 | |
Accrued expenses | 55,000 | |
Franchise tax payable | 61,726 | |
Note payable—related party | 73,106 | |
Total current liabilities | 147,018 | 73,106 |
Derivative warrant liabilities | 86,340 | |
Total liabilities | 233,358 | 73,106 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares and none at $10.10 per share at September 30, 2021 and December 31, 2020, respectively | 58,075,000 | |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 25,000,000 shares authorized; 1,684,500 and 1,437,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 168 | 144 |
Additional paid-in capital | 489,412 | 25,834 |
Accumulated deficit | (378,035) | (1,832) |
Total stockholders' equity | 111,545 | 24,146 |
Total Liabilities and Stockholders' Equity | $ 58,419,903 | $ 97,252 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary equity shares, outstanding | 5,750,000 | 5,750,000 |
Temporary equity redemption price per share | $ 10.10 | $ 10.10 |
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 | 1,684,500 | 1,437,500 |
Common stock, shares outstanding | 1,684,500 | 1,437,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
General and administrative expenses | $ 115,331 | $ 1,103 | $ 1,832 | $ 309,953 |
Administrative expenses - related party | 30,000 | 0 | 80,000 | |
Franchise tax expense | 20,668 | 0 | 62,254 | |
Loss from operations | (165,999) | (1,103) | (1,832) | (452,207) |
Other income (expenses) | ||||
Change in fair value of derivative warrant liabilities | 242,180 | 0 | 0 | 73,220 |
Net gain (loss) from investments held in Trust Account | (808) | 0 | 2,784 | |
Total other income | 241,372 | 0 | 76,004 | |
Net income (loss) | 75,373 | $ (1,103) | $ (1,832) | (376,203) |
Redeemable Common Stock [Member] | ||||
Other income (expenses) | ||||
Net income (loss) | $ 58,295 | $ (284,609) | ||
Weighted average shares outstanding of common stock | 5,750,000 | 0 | 0 | 5,076,007 |
Basic and diluted net income per share | $ 0.01 | $ 0 | $ 0 | $ (0.06) |
Non Redeemable Common Stock [Member] | ||||
Other income (expenses) | ||||
Net income (loss) | $ 17,078 | $ (91,594) | ||
Weighted average shares outstanding of common stock | 1,684,500 | 1,250,000 | 1,250,000 | 1,633,570 |
Basic and diluted net income per share | $ 0.01 | $ 0 | $ 0 | $ (0.06) |
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 income (loss) | (729) | (729) | ||
Ending balance at Jun. 30, 2020 | 24,271 | $ 144 | 24,856 | (729) |
Ending balance (Shares) at Jun. 30, 2020 | 1,437,500 | |||
Beginning balance at May. 26, 2020 | 0 | $ 0 | 0 | 0 |
Beginning balance (Shares) at May. 26, 2020 | 0 | |||
Net income (loss) | (1,832) | |||
Ending balance at Sep. 30, 2020 | 24,146 | $ 144 | 25,834 | (1,832) |
Ending balance (Shares) at Sep. 30, 2020 | 1,437,500 | |||
Beginning balance at Jun. 30, 2020 | 24,271 | $ 144 | 24,856 | (729) |
Sponsor forfeiture of founder shares | $ (6) | 6 | ||
Sponsor forfeiture of founder shares (share) | (57,500) | |||
Issuance of founder shares to affiliates of underwriter | 978 | $ 6 | 972 | |
Issuance of founder shares to affiliates of underwriter (share) | 57,500 | |||
Net income (loss) | (1,103) | (1,103) | ||
Ending balance at Sep. 30, 2020 | 24,146 | $ 144 | 25,834 | (1,832) |
Ending balance (Shares) at Sep. 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 | 2,310,439 | $ 24 | 2,310,415 | |
Sale of units in initial public offering, less fair value of public warrants (Shares) | 247,000 | |||
Accretion of common stock subject to possible redemption | (1,846,837) | (1,846,837) | ||
Net income (loss) | (169,999) | (169,999) | ||
Ending balance at Mar. 31, 2021 | 317,749 | $ 168 | 489,412 | (171,831) |
Ending balance (Shares) at Mar. 31, 2021 | 1,684,500 | |||
Beginning balance at Dec. 31, 2020 | 24,146 | $ 144 | 25,834 | (1,832) |
Beginning balance (Shares) at Dec. 31, 2020 | 1,437,500 | |||
Net income (loss) | (376,203) | |||
Ending balance at Sep. 30, 2021 | $ 111,545 | $ 168 | 489,412 | (378,035) |
Ending balance (Shares) at Sep. 30, 2021 | 1,684,500 | 1,684,500 | ||
Beginning balance at Mar. 31, 2021 | $ 317,749 | $ 168 | 489,412 | (171,831) |
Net income (loss) | (281,577) | (281,577) | ||
Ending balance at Jun. 30, 2021 | 36,172 | $ 168 | 489,412 | (453,408) |
Ending balance (Shares) at Jun. 30, 2021 | 1,684,500 | |||
Net income (loss) | 75,373 | 75,373 | ||
Ending balance at Sep. 30, 2021 | $ 111,545 | $ 168 | $ 489,412 | $ (378,035) |
Ending balance (Shares) at Sep. 30, 2021 | 1,684,500 | 1,684,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,832) | $ (376,203) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by related party under promissory note | 729 | 23,373 |
Change in fair value of derivative warrant liabilities | 0 | (73,220) |
Net gain from investments held in Trust Account | 0 | (2,784) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (67,627) |
Account payable | 1,103 | 30,292 |
Accrued expenses | 0 | 10,000 |
Franchise tax payable | 0 | 61,726 |
Net cash used in operating activities | 0 | (394,443) |
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 from issuance of representative shares | 978 | 0 |
Proceeds received from initial public offering, gross | 0 | 57,500,000 |
Proceeds received from private placement | 0 | 2,470,000 |
Offering costs paid | 0 | (1,110,697) |
Net cash provided by financing activities | 978 | 58,742,957 |
Net change in cash | 978 | 273,514 |
Cash - beginning of the period | 0 | 978 |
Cash - end of the period | 978 | 274,492 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 0 | 45,000 |
Offering costs paid by related party under promissory note | 71,274 | 19,867 |
Deferred offering costs paid by Sponsor in exchange for common stock | $ 25,000 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations 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 search on companies in the life sciences industry. As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from May 27, 2020 (inception) through September 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 September 30, 2021, the Company had approximately $274,000 in its operating bank account, and working capital of approximately $257,000 (not taking into account approximately $62,000 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 September 30, 2021, there were no amounts outstanding under any Working Capital Loans. 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, stockholders, 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 required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 nine months ended September 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 $160,000 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 nine months ended September 30, 2021. There would have been no change to total stockholders’ equity as reported . Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all outstanding Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, $ . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,392,741 $ 4,682,259 $ 58,075,000 Common stock 215 (47 ) 168 Additional paid-in capital 5,171,624 (4,682,212 ) 489,412 Accumulated deficit (171,831 ) — (171,831 ) Total stockholders’ equity $ 5,000,008 $ (4,682,259 ) $ 317,749 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,684,111 $ — $ 58,684,111 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,111,167 $ 4,963,833 $ 58,075,000 Common stock 217 (49 ) 168 Additional paid-in capital 5,453,196 (4,963,784 ) 489,412 Accumulated deficit (453,408 ) — (453,408 ) Total stockholders’ equity $ 5,000,005 $ (4,963,833 ) $ 36,172 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,552,563 $ — $ 58,552,563 The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed statement of change in stockholders’ equity (deficit) for the three months ended March 31, 2021: Three Months Ended March 31, 2021 As Reported Adjustment As Restated Sale of Units in Initial Public Offering, Gross Common stock, par value $0.0001 $ 575 $ (575 ) $ — Additional paid-in $ 57,499,425 $ (57,499,425 ) $ — Total stockholders’ equity (deficit) $ 57,500,000 $ (57,500,000 ) $ — Offering Costs Additional paid-in $ (1,271,838 ) $ 1,271,838 $ — Total stockholders’ equity (deficit) $ (1,271,838 ) $ 1,271,838 $ — Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ (529 ) $ 529 $ — Additional paid-in $ (53,392,212 ) $ 53,392,212 $ — Total stockholders’ equity (deficit) $ (53,392,741 ) $ 53,392,741 $ — Accretion of Common stock to Redemption Amount Additional paid-in $ — $ (1,846,837 ) $ (1,846,837 ) Total stockholders’ equity (deficit) $ — $ (1,846,837 ) $ (1,846,837 ) The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed statement of change in stockholders’ equity (deficit) for the three months ended June 30, 2021: Three Months Ended June 30, 2021 As Adjustment As Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ 2 $ (2 ) $ — Additional paid-in $ 281,572 $ (281,572 ) $ — Total stockholders’ equity (deficit) $ 281,574 $ (281,574 ) $ — There was no impact to the reported amounts for total assets, total liabilities, cash flows from operating, investing or financing activities, or net income (loss). The impact of the restatement on the supplemental disclosures of noncash activities in the previously reported statements of cash flow is presented below. Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (137,269 ) $ 137,269 $ — Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (418,843 ) $ 418,843 $ — In connection with the change in presentation for the common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata to all common stock outstanding, instead of applying the two class method. This presentation contemplates a Business Combination as the most likely outcome, in which case, stockholders of both redeemable and non-redeemable As Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 Weighted average shares outstanding - redeemable common stock 5,299,767 (1,594,211 ) 3,705,556 Basic and diluted loss per share - redeemable common stock $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - non-redeemable common stock 1,646,500 (116,489 ) 1,530,011 Basic and diluted loss per share - non-redeemable common stock $ (0.10 ) $ 0.07 $ (0.03 ) Form 10-Q (June 30, 2021) - three months ended Weighted average shares outstanding - redeemable common stock 5,286,161 463,839 5,750,000 Basic and diluted loss per share - redeemable common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - non-redeemable common stock 7,448,340 (5,763,840 ) 1,684,500 Basic and diluted loss per share - non-redeemable common stock $ (0.04 ) $ 0.00 $ (0.04 ) Form 10-Q (June 30, 2021) - six months ended Weighted average shares outstanding - redeemable common stock 5,291,457 (558,032 ) 4,733,425 Basic and diluted loss per share - redeemable common stock $ — $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - non-redeemable common stock 6,348,141 (4,740,459 ) 1,607,682 Basic and diluted loss per share - non-redeemable common stock $ (0.07 ) $ (0.00 ) $ (0.07 ) 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 September 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 September 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 gain 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 Financial Instruments As of September 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 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. Effective with the closing of the Initial Public Offering (including the sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the common stock subject to possible redemption, which resulted in charges against additional paid-in 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 nine months ended September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the nine months ended September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between the outstanding redeemable and non-redeemable common shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective 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 net income (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 under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) 58,295 17,078 (284,609) (91,594) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 5,076,007 1,633,570 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 $ (0.06) $ (0.06) Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, 470-20) 815-40): 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 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 September 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 $80,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three and nine months ended September 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Subject To Possible Redemption Disclosure [Abstract] | |
Common Stock Subject to Possible Redemption | Note 7 – Common Stock Subject to Possible Redemption The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 25,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of September 30, 2021, there were 7,434,500 shares of common stock outstanding, of which 5,750,000 shares were subject to possible redemption and classified outside of permanent equity in the condensed balance sheets. The common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 57,500,000 Less: Common stock issuance costs (1,271,837 ) Plus: Accretion of carrying value to redemption value 1,846,837 Common stock subject to possible redemption $ 58,075,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8 - Stockholders’ Equity Preference Shares- Common Shares- -0- Of the 7,434,500 shares of common stock outstanding, up to 187,500 of these shares held by the Sponsor 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 | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 - Fair Value Measurements The following tables present information about the Company’s financial a s September 30, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets - Investments held in Trust Account: Mutual funds $ 12,076 $ — $ — U.S. Treasury Securities $ 58,065,708 $ — $ — Liabilities: Derivative warrant liabilities - Private $ — $ — $ 86,340 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 nine months ended September 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 September 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 February 2, As of March 31, As of June 30, As of September 30, Volatility 24.1% 24.4% 38.0% 12.5% Stock price $9.36 $9.83 $9.92 $9.95 Expected life of the options to convert 5.92 5.75 5.46 5.27 Risk-free rate 0.57% 1.10% 0.95% 1.03% Dividend yield 0.0% 0.0% 0.0% 0.0% The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the nine months ended September 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 Change in fair value of derivative warrant liabilities (242,180 ) Level 3 - Derivative warrant liabilities at September 30, 2021 $ 86,340 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 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 issued. 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) | 9 Months Ended |
Sep. 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 nine months ended September 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 $160,000 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 nine months ended September 30, 2021. There would have been no change to total stockholders’ equity as reported . |
Restatement of to Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all outstanding Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, $ . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,392,741 $ 4,682,259 $ 58,075,000 Common stock 215 (47 ) 168 Additional paid-in capital 5,171,624 (4,682,212 ) 489,412 Accumulated deficit (171,831 ) — (171,831 ) Total stockholders’ equity $ 5,000,008 $ (4,682,259 ) $ 317,749 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,684,111 $ — $ 58,684,111 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,111,167 $ 4,963,833 $ 58,075,000 Common stock 217 (49 ) 168 Additional paid-in capital 5,453,196 (4,963,784 ) 489,412 Accumulated deficit (453,408 ) — (453,408 ) Total stockholders’ equity $ 5,000,005 $ (4,963,833 ) $ 36,172 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,552,563 $ — $ 58,552,563 The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed statement of change in stockholders’ equity (deficit) for the three months ended March 31, 2021: Three Months Ended March 31, 2021 As Reported Adjustment As Restated Sale of Units in Initial Public Offering, Gross Common stock, par value $0.0001 $ 575 $ (575 ) $ — Additional paid-in $ 57,499,425 $ (57,499,425 ) $ — Total stockholders’ equity (deficit) $ 57,500,000 $ (57,500,000 ) $ — Offering Costs Additional paid-in $ (1,271,838 ) $ 1,271,838 $ — Total stockholders’ equity (deficit) $ (1,271,838 ) $ 1,271,838 $ — Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ (529 ) $ 529 $ — Additional paid-in $ (53,392,212 ) $ 53,392,212 $ — Total stockholders’ equity (deficit) $ (53,392,741 ) $ 53,392,741 $ — Accretion of Common stock to Redemption Amount Additional paid-in $ — $ (1,846,837 ) $ (1,846,837 ) Total stockholders’ equity (deficit) $ — $ (1,846,837 ) $ (1,846,837 ) The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed statement of change in stockholders’ equity (deficit) for the three months ended June 30, 2021: Three Months Ended June 30, 2021 As Adjustment As Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ 2 $ (2 ) $ — Additional paid-in $ 281,572 $ (281,572 ) $ — Total stockholders’ equity (deficit) $ 281,574 $ (281,574 ) $ — There was no impact to the reported amounts for total assets, total liabilities, cash flows from operating, investing or financing activities, or net income (loss). The impact of the restatement on the supplemental disclosures of noncash activities in the previously reported statements of cash flow is presented below. Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (137,269 ) $ 137,269 $ — Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (418,843 ) $ 418,843 $ — In connection with the change in presentation for the common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata to all common stock outstanding, instead of applying the two class method. This presentation contemplates a Business Combination as the most likely outcome, in which case, stockholders of both redeemable and non-redeemable As Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 Weighted average shares outstanding - redeemable common stock 5,299,767 (1,594,211 ) 3,705,556 Basic and diluted loss per share - redeemable common stock $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - non-redeemable common stock 1,646,500 (116,489 ) 1,530,011 Basic and diluted loss per share - non-redeemable common stock $ (0.10 ) $ 0.07 $ (0.03 ) Form 10-Q (June 30, 2021) - three months ended Weighted average shares outstanding - redeemable common stock 5,286,161 463,839 5,750,000 Basic and diluted loss per share - redeemable common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - non-redeemable common stock 7,448,340 (5,763,840 ) 1,684,500 Basic and diluted loss per share - non-redeemable common stock $ (0.04 ) $ 0.00 $ (0.04 ) Form 10-Q (June 30, 2021) - six months ended Weighted average shares outstanding - redeemable common stock 5,291,457 (558,032 ) 4,733,425 Basic and diluted loss per share - redeemable common stock $ — $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - non-redeemable common stock 6,348,141 (4,740,459 ) 1,607,682 Basic and diluted loss per share - non-redeemable common stock $ (0.07 ) $ (0.00 ) $ (0.07 ) |
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 September 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 September 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 gain 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 Financial Instruments As of September 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 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. Effective with the closing of the Initial Public Offering (including the sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the common stock subject to possible redemption, which resulted in charges against additional paid-in |
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 nine months ended September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the nine months ended September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (loss) per common share | Net income (loss) per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between the outstanding redeemable and non-redeemable common shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective 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 net income (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 under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) 58,295 17,078 (284,609) (91,594) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 5,076,007 1,633,570 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 $ (0.06) $ (0.06) |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standard Update (the “ASU”) No. 2020-06, 470-20) 815-40): 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 redeemable non-redeemable redeemable non-redeemable Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) 58,295 17,078 (284,609) (91,594) Denominator: Basic and diluted weighted average common shares outstanding 5,750,000 1,684,500 5,076,007 1,633,570 Basic and diluted net income (loss) per common share $ 0.01 $ 0.01 $ (0.06) $ (0.06) |
Schedule of impact of the revision to the Balance Sheet | The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,392,741 $ 4,682,259 $ 58,075,000 Common stock 215 (47 ) 168 Additional paid-in capital 5,171,624 (4,682,212 ) 489,412 Accumulated deficit (171,831 ) — (171,831 ) Total stockholders’ equity $ 5,000,008 $ (4,682,259 ) $ 317,749 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,684,111 $ — $ 58,684,111 As of June 30, 2021 As Reported Adjustment As Restated Common stock subject to possible redemption $ 53,111,167 $ 4,963,833 $ 58,075,000 Common stock 217 (49 ) 168 Additional paid-in capital 5,453,196 (4,963,784 ) 489,412 Accumulated deficit (453,408 ) — (453,408 ) Total stockholders’ equity $ 5,000,005 $ (4,963,833 ) $ 36,172 Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity $ 58,552,563 $ — $ 58,552,563 Three Months Ended March 31, 2021 As Reported Adjustment As Restated Sale of Units in Initial Public Offering, Gross Common stock, par value $0.0001 $ 575 $ (575 ) $ — Additional paid-in $ 57,499,425 $ (57,499,425 ) $ — Total stockholders’ equity (deficit) $ 57,500,000 $ (57,500,000 ) $ — Offering Costs Additional paid-in $ (1,271,838 ) $ 1,271,838 $ — Total stockholders’ equity (deficit) $ (1,271,838 ) $ 1,271,838 $ — Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ (529 ) $ 529 $ — Additional paid-in $ (53,392,212 ) $ 53,392,212 $ — Total stockholders’ equity (deficit) $ (53,392,741 ) $ 53,392,741 $ — Accretion of Common stock to Redemption Amount Additional paid-in $ — $ (1,846,837 ) $ (1,846,837 ) Total stockholders’ equity (deficit) $ — $ (1,846,837 ) $ (1,846,837 ) Three Months Ended June 30, 2021 As Adjustment As Common stock Subject to Possible Redemption Common stock, par value $0.0001 $ 2 $ (2 ) $ — Additional paid-in $ 281,572 $ (281,572 ) $ — Total stockholders’ equity (deficit) $ 281,574 $ (281,574 ) $ — Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (137,269 ) $ 137,269 $ — Form 10-Q: As Reported Adjustment As Supplemental Disclosure of Noncash Financing Activities: Initial value of common stock subject to possible redemption $ 53,530,010 $ (53,530,010 ) $ — Change in value of common stock subject to possible redemption $ (418,843 ) $ 418,843 $ — |
Schedule of impact to the weighted average shares outstanding and basic and diluted earnings per common share | The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: As Adjustment As Restated Form 10-Q (March 31, 2021) - three months ended March 31, 2021 Weighted average shares outstanding - redeemable common stock 5,299,767 (1,594,211 ) 3,705,556 Basic and diluted loss per share - redeemable common stock $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - non-redeemable common stock 1,646,500 (116,489 ) 1,530,011 Basic and diluted loss per share - non-redeemable common stock $ (0.10 ) $ 0.07 $ (0.03 ) Form 10-Q (June 30, 2021) - three months ended Weighted average shares outstanding - redeemable common stock 5,286,161 463,839 5,750,000 Basic and diluted loss per share - redeemable common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding - non-redeemable common stock 7,448,340 (5,763,840 ) 1,684,500 Basic and diluted loss per share - non-redeemable common stock $ (0.04 ) $ 0.00 $ (0.04 ) Form 10-Q (June 30, 2021) - six months ended Weighted average shares outstanding - redeemable common stock 5,291,457 (558,032 ) 4,733,425 Basic and diluted loss per share - redeemable common stock $ — $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - non-redeemable common stock 6,348,141 (4,740,459 ) 1,607,682 Basic and diluted loss per share - non-redeemable common stock $ (0.07 ) $ (0.00 ) $ (0.07 ) |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Subject To Possible Redemption Disclosure [Abstract] | |
Schedule of Reconciliation of Stock by Class | The common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: Gross proceeds $ 57,500,000 Less: Common stock issuance costs (1,271,837 ) Plus: Accretion of carrying value to redemption value 1,846,837 Common stock subject to possible redemption $ 58,075,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 a s September 30, 2021 Description Quoted Prices in Active (Level 1) Significant Other (Level 2) Significant Other (Level 3) Assets - Investments held in Trust Account: Mutual funds $ 12,076 $ — $ — U.S. Treasury Securities $ 58,065,708 $ — $ — Liabilities: Derivative warrant liabilities - Private $ — $ — $ 86,340 |
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 February 2, As of March 31, As of June 30, As of September 30, Volatility 24.1% 24.4% 38.0% 12.5% Stock price $9.36 $9.83 $9.92 $9.95 Expected life of the options to convert 5.92 5.75 5.46 5.27 Risk-free rate 0.57% 1.10% 0.95% 1.03% Dividend yield 0.0% 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 nine months ended September 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 Change in fair value of derivative warrant liabilities (242,180 ) Level 3 - Derivative warrant liabilities at September 30, 2021 $ 86,340 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Feb. 02, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Proceeds received from initial public offering, gross | $ 0 | $ 57,500,000 | |||
Proceeds from issuance of private placement | $ 0 | $ 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 | 274,492 | $ 978 | |||
Working capital | 257,000 | ||||
Tax obligations | 62,000 | ||||
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 | 247,000 | ||||
Operating Bank Account [Member] | |||||
Cash held by company | $ 274,000 | ||||
Minimum [Member] | |||||
Percentage of shares of common stock sold determining shares redeem | 15.00% | ||||
Minimum [Member] | Business Combination [Member] | |||||
Percentage of voting interests acquired | 50.00% | ||||
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 | 4 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Numerator: | |||||||
Allocation of net income (loss) | $ (729) | $ 75,373 | $ (281,577) | $ (169,999) | $ (1,103) | $ (1,832) | $ (376,203) |
Redeemable Common Stock [Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ 58,295 | $ (284,609) | |||||
Denominator: | |||||||
Basic and diluted weighted average common shares outstanding | 5,750,000 | 5,076,007 | |||||
Basic and diluted net income (loss) per common share | $ 0.01 | $ 0 | $ 0 | $ (0.06) | |||
Non Redeemable Common Stock [Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ 17,078 | $ (91,594) | |||||
Denominator: | |||||||
Basic and diluted weighted average common shares outstanding | 1,684,500 | 1,633,570 | |||||
Basic and diluted net income (loss) per common share | $ 0.01 | $ 0 | $ 0 | $ (0.06) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of impact of the revision to the Balance Sheet (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 26, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common stock subject to possible redemption | $ 58,075,000 | |||||||
Common stock | 168 | $ 144 | ||||||
Additional paid-in capital | 489,412 | 25,834 | ||||||
Retained earnings (accumulated deficit) | (378,035) | (1,832) | ||||||
Total stockholders' equity | $ 36,172 | $ 317,749 | $ 36,172 | 111,545 | 24,146 | $ 24,146 | $ 24,271 | $ 0 |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity | 58,419,903 | 97,252 | ||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 2,310,439 | |||||||
Accretion of common stock subject to possible redemption | (1,846,837) | |||||||
Common Stock [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total stockholders' equity | 168 | 168 | 168 | 168 | 144 | 144 | 144 | 0 |
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 24 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total stockholders' equity | 489,412 | 489,412 | 489,412 | $ 489,412 | $ 25,834 | $ 25,834 | $ 24,856 | $ 0 |
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 2,310,415 | |||||||
Accretion of common stock subject to possible redemption | (1,846,837) | |||||||
As Reported [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common stock subject to possible redemption | 53,111,167 | 53,392,741 | 53,111,167 | |||||
Common stock | 217 | 215 | 217 | |||||
Additional paid-in capital | 5,453,196 | 5,171,624 | 5,453,196 | |||||
Retained earnings (accumulated deficit) | (453,408) | (171,831) | (453,408) | |||||
Total stockholders' equity | 5,000,005 | 5,000,008 | 5,000,005 | |||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity | 58,552,563 | 58,684,111 | 58,552,563 | |||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 57,500,000 | |||||||
Offering costs | (1,271,838) | |||||||
Common stock subject to possible redemption | 281,574 | (53,392,741) | ||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||
Initial value of common stock subject to possible redemption | 53,530,010 | 53,530,010 | ||||||
Change in value of common stock subject to possible redemption | (137,269) | (418,843) | ||||||
As Reported [Member] | Common Stock [Member] | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 575 | |||||||
Common stock subject to possible redemption | 2 | (529) | ||||||
As Reported [Member] | Additional Paid-in Capital [Member] | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | 57,499,425 | |||||||
Offering costs | (1,271,838) | |||||||
Common stock subject to possible redemption | 281,572 | (53,392,212) | ||||||
Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common stock subject to possible redemption | 4,963,833 | 4,682,259 | 4,963,833 | |||||
Common stock | (49) | (47) | (49) | |||||
Additional paid-in capital | (4,963,784) | (4,682,212) | (4,963,784) | |||||
Total stockholders' equity | (4,963,833) | (4,682,259) | (4,963,833) | |||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | (57,500,000) | |||||||
Offering costs | 1,271,838 | |||||||
Common stock subject to possible redemption | (281,574) | 53,392,741 | ||||||
Accretion of common stock subject to possible redemption | (1,846,837) | |||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||
Initial value of common stock subject to possible redemption | (53,530,010) | (53,530,010) | ||||||
Change in value of common stock subject to possible redemption | 137,269 | 418,843 | ||||||
Adjustment [Member] | Common Stock [Member] | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | (575) | |||||||
Common stock subject to possible redemption | (2) | 529 | ||||||
Adjustment [Member] | Additional Paid-in Capital [Member] | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Sale of Units in Initial Public Offering, Gross | (57,499,425) | |||||||
Offering costs | 1,271,838 | |||||||
Common stock subject to possible redemption | (281,572) | 53,392,212 | ||||||
Accretion of common stock subject to possible redemption | (1,846,837) | |||||||
As Restated [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Common stock subject to possible redemption | 58,075,000 | 58,075,000 | 58,075,000 | |||||
Common stock | 168 | 168 | 168 | |||||
Additional paid-in capital | 489,412 | 489,412 | 489,412 | |||||
Retained earnings (accumulated deficit) | (453,408) | (171,831) | (453,408) | |||||
Total stockholders' equity | 36,172 | 317,749 | 36,172 | |||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Equity | $ 58,552,563 | 58,684,111 | $ 58,552,563 | |||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Accretion of common stock subject to possible redemption | (1,846,837) | |||||||
As Restated [Member] | Additional Paid-in Capital [Member] | ||||||||
Statement of Stockholders' Equity [Abstract] | ||||||||
Accretion of common stock subject to possible redemption | $ (1,846,837) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of impact to the weighted average shares outstanding and basic and diluted earnings per common share (Detail) - $ / shares | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 5,750,000 | 5,076,007 | |||||
Basic and diluted loss per share | $ 0.01 | $ 0 | $ 0 | $ (0.06) | |||
Non Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 1,684,500 | 1,633,570 | |||||
Basic and diluted loss per share | $ 0.01 | $ 0 | $ 0 | $ (0.06) | |||
As Reported [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 5,286,161 | 5,299,767 | 5,291,457 | ||||
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | ||||
As Reported [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 7,448,340 | 1,646,500 | 6,348,141 | ||||
Basic and diluted loss per share | $ (0.04) | $ (0.10) | $ (0.07) | ||||
Adjustment [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 463,839 | (1,594,211) | (558,032) | ||||
Basic and diluted loss per share | $ (0.04) | $ (0.03) | $ (0.07) | ||||
Adjustment [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | (5,763,840) | (116,489) | (4,740,459) | ||||
Basic and diluted loss per share | $ 0 | $ 0.07 | $ 0 | ||||
As Restated [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 5,750,000 | 3,705,556 | 4,733,425 | ||||
Basic and diluted loss per share | $ (0.04) | $ (0.03) | $ (0.07) | ||||
As Restated [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Weighted average shares outstanding | 1,684,500 | 1,530,011 | 1,607,682 | ||||
Basic and diluted loss per share | $ (0.04) | $ (0.03) | $ (0.07) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | ||||
Maximum Net Tangible Assets Upon Consummation Of Business Combination | $ 5,000,001 | |||
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Term of restricted investments | 185 days | |||
Temporary equity shares, outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |
Unrecognized income tax benefits | $ 0 | $ 0 | ||
Accrued interest and penalties on unrecognized tax benefits | 0 | 0 | ||
Deferred tax assets, net of valuation allowance | 94,000 | $ 94,000 | ||
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 | $ 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 | May 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | May 27, 2020 |
Related Party Transaction [Line Items] | ||||||||
Share price | $ 10.10 | $ 10.10 | ||||||
Proceeds from private placement | $ 0 | $ 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 | $ 30,000 | $ 0 | $ 80,000 | |||||
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) | 9 Months Ended |
Sep. 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) | 9 Months Ended |
Sep. 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 |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Per share | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 1,684,500 | 1,437,500 |
Share subject to possible redemption | 5,750,000 | 5,750,000 |
Securities Subject to Mandatory Redemption [Member] | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Common stock, shares authorized | 25,000,000 | |
Per share | $ 0.0001 | |
Common stock, shares outstanding | 7,434,500 | |
Share subject to possible redemption | 5,750,000 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption - Schedule of Reconciliation of Stock by Class (Detail) - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Gross proceeds | $ 978 | $ 0 |
Common stock issuance costs | $ 0 | (1,110,697) |
Common Stock Subject to Mandatory Redemption [Member] | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Gross proceeds | 57,500,000 | |
Common stock issuance costs | (1,271,837) | |
Accretion of carrying value to redemption value | 1,846,837 | |
Common stock subject to possible redemption | $ 58,075,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 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 | 1,684,500 | 1,437,500 |
Common stock, shares outstanding | 1,684,500 | 1,437,500 |
Common stock subject to possible redemption | 5,750,000 | 0 |
Including Shares Subject To Possible Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 1,684,500 | 1,437,500 |
Common stock, shares outstanding | 1,684,500 | 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] | Sep. 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 | $ 12,076 |
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 | 58,065,708 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrant [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 86,340 |
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 | Sep. 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% | 12.50% |
Stock price | $ 9.36 | $ 9.83 | $ 9.92 | $ 9.95 |
Expected life of the options to convert | 5 years 11 months 1 day | 5 years 9 months | 5 years 5 months 15 days | 5 years 3 months 7 days |
Risk-free rate | 0.57% | 1.10% | 0.95% | 1.03% |
Dividend yield | 0.00% | 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 | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liabilities | $ 328,520 | $ 208,720 | $ 0 |
Issuance of Private Warrants | 159,560 | ||
Change in fair value of derivative warrant liabilities | (242,180) | 119,800 | 49,160 |
Derivative warrant liabilities | $ 86,340 | $ 328,520 | $ 208,720 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value adjustment to warrants | $ (242,180) | $ 0 | $ 0 | $ (73,220) |
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 | $ 242,000 | $ 73,000 | ||
Share based compensation by share based payment arrangement dividend rate | 0.00% |