Industrial Tech Acquisitions 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 13, 2021
Document Information Line Items
Entity Registrant Name	INDUSTRIAL TECH ACQUISITIONS, INC.
Trading Symbol	ITAC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001816696
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39490
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1316132
Entity Address, Address Line One	5090 Richmond Avenue
Entity Address, Address Line Two	Suite 319
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(713)
Local Phone Number	599-1300
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,774,836
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,905,900

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Assets
Cash	$ 105,682	$ 406,381
Prepaid assets	60,123	110,466
Total current assets	165,805	516,847
Marketable securities held in Trust Account	77,007,185	77,000,788
Total Assets	77,172,990	77,517,635
Liabilities and Stockholders’ Equity
Accounts payable	46,402	109,432
Due to related party	1,816	1,816
Working Capital Loans	100,000
Total current liabilities	148,218	111,248
Warrant liability	12,921,622	13,391,430
Deferred underwriters’ discount	2,668,260	2,668,260
Total liabilities	15,738,100	16,170,938
Commitments
Class A common stock subject to possible redemption, 7,623,600 and 5,578,881 shares at redemption value, respectively	77,007,185	56,346,693
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 151,236 and 2,195,955 shares issued and outstanding (excluding 7,623,600 and 5,578,881 shares subject to possible redemption), respectively	15	220
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 1,905,900 shares issued and outstanding	191	191
Additional paid-in capital	24,794	7,256,247
Accumulated deficit	(15,597,295)	(2,256,654)
Total stockholders’ equity (deficit)	(15,572,295)	5,000,004
Total Liabilities and Stockholders’ Equity (Deficit)	$ 77,172,990	$ 77,517,635

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Class A common stock subject to possible redemption	7,623,600	5,578,881
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	151,236	2,195,955
Common stock, shares outstanding	151,236	2,195,955
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	1,905,900	1,905,900
Common stock, shares outstanding	1,905,900	1,905,900

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Jun. 30, 2020		Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
Operating costs	$ 1,816		$ 287,860	$ 388,184
Loss from operations	(1,816)		(287,860)	(388,184)
Other income
Bank interest income			28	172
Trust interest income			2,794	6,397
Unrealized gain on change in fair value of warrants			1,949,504	469,808
Total other income			1,952,326	476,377
Net income (loss)	$ (1,816)		$ 1,664,466	$ 88,193
Basic and diluted weighted average shares outstanding, common stock subject to redemption (Note 2) (in Shares)			7,623,600	7,623,600
Basic and diluted net income per Class A common stock (Note 2) (in Dollars per share)			$ 0	$ 0
Basic and diluted weighted average shares outstanding, common stock (Note 2) (in Shares)	1,875,000	[1]	2,057,136	2,057,136
Basic and diluted net income (loss) per common stock (Note 2) (in Dollars per share)	$ 0		$ 0.81	$ 0.04
[1]	Excludes up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Class ACommon Stock	Class BCommon Stock		Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 01, 2020
Balance (in Shares) at Jun. 01, 2020
Class B common stock issued to Sponsor		$ 216	[1]	24,784		25,000
Class B common stock issued to Sponsor (in Shares)		2,156,250
Net income (loss)			[1]		(1,816)	(1,816)
Balance at Jun. 30, 2020		$ 216	[1]	24,784	(1,816)	(23,184)
Balance (in Shares) at Jun. 30, 2020		2,156,250
Balance at Dec. 31, 2020	$ 220	$ 191		7,256,247	(2,256,654)	5,000,004
Balance (in Shares) at Dec. 31, 2020	2,195,955	1,905,900
Change in Class A common stock subject to possible redemption	$ (205)			(7,231,453)	(13,426,040)	(20,657,698)
Change in Class A common stock subject to possible redemption (in Shares)	(2,044,719)
Net income (loss)					(1,576,273)	(1,576,273)
Balance at Mar. 31, 2021	$ 15	$ 191		24,794	(17,258,967)	(17,233,967)
Balance (in Shares) at Mar. 31, 2021	151,236	1,905,900
Change in Class A common stock subject to possible redemption					(2,794)	(2,794)
Net income (loss)					1,664,466	1,664,466
Balance at Jun. 30, 2021	$ 15	$ 191		$ 24,794	$ (15,597,295)	$ (15,572,295)
Balance (in Shares) at Jun. 30, 2021	151,236	1,905,900
[1]	Includes up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,816)	$ 88,193
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(6,397)
Unrealized gain on change in fair value of warrants		(469,808)
Formation costs paid by related parties	1,816
Changes in current assets and current liabilities:
Prepaid assets		50,343
Deferred offering costs	(71,390)
Accounts payable		(63,030)
Net cash used in operating activities	(71,390)	(400,699)
Cash Flow from Financing Activity:
Proceeds from issuance of founder shares	25,000
Proceeds from issuance of promissory note to related party	50,000
Proceeds from Working Capital Loans		100,000
Net cash provided by financing activities	75,000	100,000
Net Change in Cash	3,610	(300,699)
Cash - Beginning		406,381
Cash - Ending	$ 3,610	$ 105,682

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements Abstract
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Industrial Tech Acquisitions, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of June 30, 2021, the Company had not yet commenced any operations. All activity for the period from June 2, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on September 8, 2020 (the “Effective Date”). On September 11, 2020, the Company consummated the IPO of 7,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $75,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,075,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $3,075,000, which is described in Note 5. On October 13, 2020, the Company consummated the sale of an additional 123,600 Units (the “Over-allotment Units”) that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. In connection with the closing of the purchase of the Over-allotment Units, the Company sold an additional 37,080 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $37,080. Following the closing of the over-allotment option, additional $1,248,360 has been placed in the Company’s Trust Account (defined as below) established in connection with the IPO. Transaction costs amounted to $4,729,424 consisting of $1,149,720 of underwriting fee, $2,668,260 of deferred underwriting fee, the fair value of the option granted to the underwriters of $390,000, the fair value of the shares issued to the underwriters of $2,016 deemed as underwriters’ compensation, and $519,428 of other offering costs. Trust Account Following the closing of the IPO on September 11, 2020 and the sale of Over-allotment Units on October 13, 2020, an amount of $76,998,360 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of the Private Placement Warrants, and the sale of Over-allotment Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, the sale of the Over-allotment Units and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $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). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. On October 30, 2020, the holders of Units may elect to separately trade the shares of Class A common stock and warrants included in the Units. The Units not separated will continue to trade on the NASDAQ Capital Market under the symbol “ITACU.” Shares of Class A common stock and the warrants are expected to trade on the NASDAQ Capital Market under the symbols “ITAC” and “ITACW,” respectively. Liquidation The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. In the event of such distribution, the Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $105,682 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $175,000 which were repaid upon the IPO (as described in Note 5), the remaining net proceeds from the IPO, the sale of the Over-allotment Units and the sale of Private Placement Warrants (as described in Note 3 and 4), and the proceeds from the Working Capital Loans of $100,000 (as described below). In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of June 30, 2021, $100,000 of the Working Capital Loans was outstanding. On June 3, 2021, the Company issued a convertible promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $250,000. The convertible promissory note is non-interest bearing and payable on the date on which the Company consummates a Business Combination. The unpaid principal amount under the convertible promissory note (up to $250,000) may be converted at the option of the Sponsor into warrants to purchase shares of Class A common stock at a price of $1.00 per warrant upon the consummation of a Business Combination. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the outstanding balance under the convertible promissory note was $100,000. The Sponsor irrevocably waived the conversion feature of such convertible promissory note, and it will be repaid in cash at the closing of the Business Combination. Based on the foregoing, management believes that the Company has sufficient liquidity to meet its anticipated obligations until the earlier of the consummation of the initial Business Combination or liquidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on September 10, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in treasury funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 7,623,600 and 5,578,881 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net Income (Loss) Per Common Stock The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. An aggregate of 7,623,600 Class A common stock subject to possible redemption at June 30, 2021 was excluded from the calculation of basic income per share of common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2020, weighted average shares were reduced for the effect of an aggregate of 281,250 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,938,976 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, since they are not yet exercisable. Below is a reconciliation of the net income (loss) per common stock: For the For the For the Period Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on marketable securities held in Trust Account $ 2,794 $ 6,397 $ — Net earnings $ 2,794 $ 6,397 $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 7,623,600 7,623,600 — Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 $ 0.00 $ — Non-Redeemable Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ 1,664,466 $ 88,193 $ (1,816 ) Net earnings attributable to Redeemable Class A Common Stock (2,794 ) (6,397 ) — Non-redeemable net income (loss) $ 1,661,672 $ 81,796 $ (1,816 ) Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 2,057,136 2,057,136 1,875,000 Basic and diluted net income (loss) per share, Non-Redeemable Common Stock $ 0.81 $ 0.04 $ (0.00 ) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that were related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A common stock were charged to the stockholders’ equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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 (unadjusted) 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. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined that both the Public Warrants and Private Placement Warrants are derivative instruments (See Note 3 and Note 4). Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO on September 11, 2020, the Company sold 7,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, 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 Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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 under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to the representative and/or its designees): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor purchasing an aggregate of 3,075,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,075,000. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. In addition, for as long as the Private Placement Warrants are held by the underwriters or their designees or affiliates, they may not be exercised after five years from the Effective Date.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Promissory Note — Related Party On June 24, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2020 or the closing of the IPO. The loan would be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On September 11, 2020, the Company had drawn down $175,000 under the promissory note with the Sponsor to pay for offering expenses. On September 14, 2020, the Company repaid $175,000 to the Sponsor. Due to Related Parties As of June 30, 2021 and December 31, 2020, related parties paid an aggregate of $1,816 on behalf of the Company to pay for formation costs. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 3, 2021, the Company issued a convertible promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $250,000. The convertible promissory note is non-interest bearing and payable on the date on which the Company consummates a Business Combination. The unpaid principal amount under the convertible promissory note (up to $250,000) may be converted at the option of the Sponsor into warrants to purchase shares of Class A common stock at a price of $1.00 per warrant upon the consummation of a Business Combination. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the outstanding balance under the Working Capital Loans was $100,000. The Sponsor irrevocably waived the conversion feature of such convertible promissory note, and it will be repaid in cash at the closing of the Business Combination. Related Party Extension Loans The Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate its initial Business Combination, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $750,000, or up to $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment option is exercised in full), or $0.20 per share, if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which he Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. Founder Shares On June 24, 2020, the Company issued 1,725,000 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.014 per share, in connection with formation. On August 13, 2020, the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). On October 13, 2020, 250,350 founder shares were forfeited. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination. Notwithstanding the foregoing, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Administrative Support Agreement Commencing on September 8, 2020, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the six months ended June 30, 2021, the Company incurred $60,000 of administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Recurring Fair Value Measurements	Note 6 — Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 77,007,185 $ 77,007,185 $ — $ — $ 77,007,185 $ 77,007,185 $ — $ — Liabilities: Warrant Liability $ 12,921,622 $ 8,385,960 $ — $ 4,535,662 $ 12,921,622 $ 8,385,960 $ — $ 4,535,662 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 77,000,788 $ 77,000,788 $ — $ — $ 77,000,788 $ 77,000,788 $ — $ — Liabilities: Warrant Liability $ 13,391,430 $ — $ — $ 13,391,430 $ 13,391,430 $ — $ — $ 13,391,430 The following table sets forth a summary of the changes in the fair value of the warrant liability (Level 3) for the six months ended June 30, 2021: Warrant Fair value as of December 31, 2020 $ 13,391,430 Transfer out to Level 1 from Level 3 (8,385,960 ) Revaluation of warrant liability included in other income within the statement of operations for the six months ended June 30, 2021 (469,808 ) Fair value as of June 30, 2021 $ 4,535,662

Commitments

Commitments	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 7 — Commitments Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, securities underlying the unit purchase option, and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on September 8, 2020. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers 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. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the Effective Date and may not exercise their demand rights on more than one occasion. Underwriters Agreement The underwriters have a 45-day option beginning September 11, 2020 to purchase up to an additional 1,125,000 units to cover over-allotments, if any. On September 11, 2020, the underwriters were paid a cash underwriting fee of 1.5% of the gross proceeds of the Initial Public Offering, or $1,125,000 (or up to $1,350,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 (or up to $3,018,750 if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination. On October 13, 2020, the Company consummated the sale of an additional 123,600 Over-allotment Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. In connection with the closing of the purchase of the Over-allotment Units, the Company sold an additional 37,080 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $37,080. Following the closing of the over-allotment option, additional $1,248,360 has been placed in the Company’s Trust Account (defined as below) established in connection with the IPO. On October 13, 2020, 250,350 founder shares were forfeited. As of June 30, 2021 and December 31, 2020, the total amount of deferred underwriting fee was $2,668,260. Unit Purchase Option The Company sold to Maxim Group LLC (“Maxim”), the representative of the underwriters (and/or its designees), for $100, an option to purchase up to a total of 200,000 units (or 230,000 units if the underwriters’ over-allotment option was exercised in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the later of (i) the consummation of a Business Combination, or (ii) six months from September 11, 2020. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the Effective Date. The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the unit purchase option is $390,000 (or $1.95 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 27.49%, (2) risk-free interest rate of 0.26% and (3) expected life of five years. The expected volatility was determined by the Company based on the historical volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the unit purchase option. The option and the 200,000 units (or 230,000 units if the underwriters’ over-allotment option is exercised in full), as well as the 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full), and the warrants to purchase 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full) that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the Effective Date or the commencement of sales in the IPO pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following September 11, 2020 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders’ demand and “piggy-back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. The Company will have no obligation to net cash settle the exercise of the purchase option or the warrants underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option or the warrants underlying the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying warrants, the purchase option or warrants, as applicable, will expire worthless. Right of First Refusal Subject to certain conditions, the Company will grant Maxim, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. Representative’s Common Stock On September 11, 2020, the Company issued to Maxim Partners LLC and/or its designees, 150,000 shares of Class A common stock (the “representative shares”). On October 13, 2020, the Company issued to Maxim Partners LLC and/or its designees additional 1,236 representative shares. The fair value of the representative shares was estimated to be $1.3 million and was treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Business Combination Agreement On March 18, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Arbe Robotics Ltd., an Israeli company (“Arbe”), and Autobot MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Arbe (“Merger Sub”). Pursuant to the Business Combination Agreement, at the closing (the “Closin g Simultaneously with the execution of the Business Combination Agreement, the Company and Arbe entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) for an aggregate of $100,000,000 for 10,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (or at Arbe’s sole election, Company Ordinary Shares (the “PIPE Shares”), at a price of $10.00 per share in a private placement to be consummated simultaneously with the closing of the Transaction (the “PIPE Investment”). The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom). In addition, Arbe granted certain customary resale registration rights to the PIPE Investors in the Subscription Agreements. On June 28, 2021, the Company and Arbe entered into the First Amendment (the “Amendment”) to the Business Combination Agreement, pursuant to which, the parties agreed to extend the outside deadline by which their business combination must be completed from August 31, 2021 to October 31, 2021.

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock — The Company determined the common stock subject to redemption to be equal to the amount of the marketable securities held in the Trust Account while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE Investment and associated PIPE Subscription Agreements, it was concluded that the redemption value should include all the Public Shares resulting in the common stock subject to possible redemption being equal to $77,007,185 (approximately $10.10 per share). This resulted in a measurement adjustment to the initial carrying value of the common stock subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit. Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination, the founder shares will no longer be subject to such transfer restrictions. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of officers and directors upon conversion of Working Capital Loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of June 30, 2021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on September 10, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in treasury funds.
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 of $250,000. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Common stock subject to possible redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 7,623,600 and 5,578,881 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common stock outstanding during the period. An aggregate of 7,623,600 Class A common stock subject to possible redemption at June 30, 2021 was excluded from the calculation of basic income per share of common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At June 30, 2020, weighted average shares were reduced for the effect of an aggregate of 281,250 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,938,976 shares of the Company’s Class A common stock in the calculation of diluted income (loss) per share, since they are not yet exercisable. Below is a reconciliation of the net income (loss) per common stock: For the For the For the Period Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on marketable securities held in Trust Account $ 2,794 $ 6,397 $ — Net earnings $ 2,794 $ 6,397 $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 7,623,600 7,623,600 — Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 $ 0.00 $ — Non-Redeemable Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ 1,664,466 $ 88,193 $ (1,816 ) Net earnings attributable to Redeemable Class A Common Stock (2,794 ) (6,397 ) — Non-redeemable net income (loss) $ 1,661,672 $ 81,796 $ (1,816 ) Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 2,057,136 2,057,136 1,875,000 Basic and diluted net income (loss) per share, Non-Redeemable Common Stock $ 0.81 $ 0.04 $ (0.00 )
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that were related to the IPO. Offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities were expensed, and offering costs associated with the Class A common stock were charged to the stockholders’ equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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 (unadjusted) 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. The fair value of Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrants is classified as Level 3. See Note 6 for additional information on assets and liabilities measured at fair value.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined that both the Public Warrants and Private Placement Warrants are derivative instruments (See Note 3 and Note 4).
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s financial statements and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of net loss per common stock	For the For the For the Period Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest income on marketable securities held in Trust Account $ 2,794 $ 6,397 $ — Net earnings $ 2,794 $ 6,397 $ — Denominator: Weighted average Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 7,623,600 7,623,600 — Basic and diluted net earnings per share, Redeemable Class A Common Stock $ 0.00 $ 0.00 $ — Non-Redeemable Common Stock Numerator: Net income (loss) minus net earnings Net income (loss) $ 1,664,466 $ 88,193 $ (1,816 ) Net earnings attributable to Redeemable Class A Common Stock (2,794 ) (6,397 ) — Non-redeemable net income (loss) $ 1,661,672 $ 81,796 $ (1,816 ) Denominator: Weighted average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 2,057,136 2,057,136 1,875,000 Basic and diluted net income (loss) per share, Non-Redeemable Common Stock $ 0.81 $ 0.04 $ (0.00 )

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities measured at fair value on a recurring basis	June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 77,007,185 $ 77,007,185 $ — $ — $ 77,007,185 $ 77,007,185 $ — $ — Liabilities: Warrant Liability $ 12,921,622 $ 8,385,960 $ — $ 4,535,662 $ 12,921,622 $ 8,385,960 $ — $ 4,535,662 December 31, Quoted Significant Significant 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 77,000,788 $ 77,000,788 $ — $ — $ 77,000,788 $ 77,000,788 $ — $ — Liabilities: Warrant Liability $ 13,391,430 $ — $ — $ 13,391,430 $ 13,391,430 $ — $ — $ 13,391,430
Schedule of changes in the fair value of the warrant liability (Level 3)	Warrant Fair value as of December 31, 2020 $ 13,391,430 Transfer out to Level 1 from Level 3 (8,385,960 ) Revaluation of warrant liability included in other income within the statement of operations for the six months ended June 30, 2021 (469,808 ) Fair value as of June 30, 2021 $ 4,535,662

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Jun. 03, 2021	Oct. 13, 2020	Sep. 11, 2020	Jun. 30, 2021
Organization and Business Operations (Details) [Line Items]
Transaction costs				$ 4,729,424
Underwriting fee				1,149,720
Deferred underwriting fee				2,668,260
Fair value of the option granted to the underwriters				390,000
Deemed underwriters compensation				2,016
Other offering costs				$ 519,428
Net proceeds from issuance of sale of units		$ 76,998,360
Closing price per share (in Dollars per share)		$ 10.10
Interest on dissolution expenses		$ 50,000
Fair market value percentage				80.00%
Pro rata interest percentage				10.10%
Net tangible assets				$ 5,000,001
Percentage of outstanding public shares				100.00%
Business combination agreement, description				In the event of such distribution, the Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Working capital needs				$ 105,682
Sale of founder shares				25,000
Advances from the sponsor				175,000
Working capital loans				$ 100,000
Warrant price per share (in Dollars per share)				$ 1
Issuance of warrants (in Shares)				1,500,000
Issuance of warrant price				$ 1,500,000
Promissory note	$ 250,000
Convertible promissory note				$ 100,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities				50.00%
Working capital loans				$ 100,000
Initial Public Offering [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)			7,500,000
Sale of share price per unit (in Dollars per share)			$ 10
Gross proceeds			$ 75,000,000
Private Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)				3,075,000
Sale of share price per unit (in Dollars per share)				$ 1
Gross proceeds				$ 3,075,000
Private Warrants [Member] | Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)		37,080
Sale of share price per unit (in Dollars per share)		$ 1
Gross proceeds		$ 37,080
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)		123,600
Sale of share price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 1,236,000
Additional shares of trust account (in Shares)		1,248,360
Net proceeds from issuance of sale of units		$ 1,236,000
Warrant price per share (in Dollars per share)		$ 10
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Principal amount	$ 250,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Common stock price per share (in Dollars per share)	$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage amount (in Dollars)	$ 250,000
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate shares (in Dollars)	$ 281,250
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption	7,623,600	5,578,881
Aggregate of common stock subject to possible redemption	7,623,600
Warrants sold	10,938,976

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of net loss per common stock - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net earnings	$ 2,794	$ 6,397
Redeemable Class A Common Stock [Member]
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest income on marketable securities held in Trust Account	$ 2,794	$ 6,397
Denominator: Weighted average Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock (in Shares)	7,623,600	7,623,600
Basic and diluted net earnings per share, Redeemable Class A Common Stock (in Dollars per share)	$ 0	$ 0
Non-Redeemable Common Stock [Member]
Numerator: Net income (loss) minus net earnings
Net income (loss)	$ 1,664,466	$ 88,193	$ (1,816)
Net earnings attributable to Redeemable Class A Common Stock	(2,794)	(6,397)
Non-redeemable net income (loss)	$ 1,661,672	$ 81,796	$ (1,816)
Denominator: Weighted average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock (in Shares)	2,057,136	2,057,136	1,875,000
Basic and diluted net income (loss) per share, Non-Redeemable Common Stock (in Dollars per share)	$ 0.81	$ 0.04	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Sep. 11, 2020	Jun. 30, 2021
Initial Public Offering (Details) [Line Items]
Common stock price per shares	$ 11.50
Initial business combination expire term		5 years
Private placement warrants, description		●in whole and not in part;   ● at a price of $0.01 per warrant;      ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and   ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Warrant [Member] | Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Initial business combination, description		In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, 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 Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the 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 under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares (in Shares)	7,500,000
Purchase price per units	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock price per shares		$ 11.50

Private Placement (Details)

Private Placement (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate purchase price, shares | shares	3,075,000
Share price | $ / shares	$ 1
Aggregate purchase price, amount | $	$ 3,075,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jun. 03, 2021	Oct. 13, 2020	Sep. 14, 2020	Sep. 11, 2020	Sep. 08, 2020	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 24, 2020
Related Party Transactions (Details) [Line Items]
Principle amount									$ 300,000
Proceeds from issuance of promissory note to related party				$ 175,000		$ 50,000
Formation costs							$ 1,816	$ 1,816
Price per warrant (in Dollars per share)							$ 1
Warrants issued (in Shares)							1,500,000
Conversion of notes							$ 1,500,000
Related party extension loans, description							The Company will have until 15 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate its initial Business Combination, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $750,000, or up to $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, for each three month extension (up to an aggregate of $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment option is exercised in full), or $0.20 per share, if the Company extends for the full six months).
Amount per month for office space, utilities, secretarial and administrative support services					$ 10,000
Administrative service							$ 60,000
Convertible Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Principle amount	$ 250,000
Loan amount	$ 250,000
Outstanding balance amount							$ 100,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Repayment of promissory note to related party			$ 175,000
Shares issued (in Shares)									1,725,000
Value of shares in cash									$ 25,000
Price per share (in Dollars per share)									$ 0.014
Sale of stock, description							On August 13, 2020, the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).
Shares forfeited (in Shares)		250,350
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination, description							The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Company’s initial Business Combination.
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)	$ 1

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($)	6 Months Ended	7 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets	$ 77,007,185	$ 77,000,788
Total liabilities	12,921,622	13,391,430
U.S. Money Market held in Trust Account [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets	77,007,185	77,000,788
Warrant Liability [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total liabilities	12,921,622	13,391,430
Quoted Prices In Active Markets (Level 1) [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets	77,007,185	77,000,788
Total liabilities	8,385,960
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets	77,007,185	77,000,788
Quoted Prices In Active Markets (Level 1) [Member] | Warrant Liability [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total liabilities	8,385,960
Significant Other Observable Inputs (Level 2) [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets
Total liabilities
Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets
Significant Other Observable Inputs (Level 2) [Member] | Warrant Liability [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets
Total liabilities	4,535,662	13,391,430
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total assets
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member]
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items]
Total liabilities	$ 4,535,662	$ 13,391,430

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of changes in the fair value of the warrant liability (Level 3)	6 Months Ended
	Dec. 31, 2021USD ($)
Schedule of changes in the fair value of the warrant liability (Level 3) [Abstract]
Fair value as of beginning	$ 13,391,430
Transfer out to Level 1 from Level 3	(8,385,960)
Revaluation of warrant liability included in other income within the statement of operations for the six months ended June 30, 2021	(469,808)
Fair value as of ending	$ 4,535,662

Commitments (Details)

Commitments (Details) - USD ($)	Oct. 13, 2020	Sep. 11, 2020	Jun. 30, 2021	Dec. 31, 2020
Commitments (Details) [Line Items]
Issuance of additional units		1,125,000
Agreement, description		the underwriters were paid a cash underwriting fee of 1.5% of the gross proceeds of the Initial Public Offering, or $1,125,000 (or up to $1,350,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 (or up to $3,018,750 if the underwriters’ over-allotment is exercised in full), upon the completion of the Company’s initial Business Combination.
Price per share			$ 1
Generating gross proceeds	$ 76,998,360
Warrant price per share		$ 11.50
Shares forfeited	250,350
Deferred underwriting fee			$ 2,668,260	$ 2,668,260
Unit purchase option, description			The option and the 200,000 units (or 230,000 units if the underwriters’ over-allotment option is exercised in full), as well as the 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full), and the warrants to purchase 200,000 shares of Class A common stock (or 230,000 shares if the underwriters’ over-allotment option is exercised in full) that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the Effective Date or the commencement of sales in the IPO pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Fair value assumption, expected volatility rate			27.49%
Fair value assumption, risk free interest rate			0.26%
Fair value assumption, expected term			5 years
Right of first refusal, description			Subject to certain conditions, the Company will grant Maxim, for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity and debt offerings.
Underwriters compensation	$ 1,300,000
Business combination agreement description			Simultaneously with the execution of the Business Combination Agreement, the Company and Arbe entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) for an aggregate of $100,000,000 for 10,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (or at Arbe’s sole election, Company Ordinary Shares (the “PIPE Shares”), at a price of $10.00 per share in a private placement to be consummated simultaneously with the closing of the Transaction (the “PIPE Investment”).
Maxim Group LLC [Member]
Commitments (Details) [Line Items]
Unit purchase option, description			The Company sold to Maxim Group LLC (“Maxim”), the representative of the underwriters (and/or its designees), for $100, an option to purchase up to a total of 200,000 units (or 230,000 units if the underwriters’ over-allotment option was exercised in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the later of (i) the consummation of a Business Combination, or (ii) six months from September 11, 2020. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the Effective Date. The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the unit purchase option is $390,000 (or $1.95 per Unit) using the Black-Scholes option-pricing model.
Maxim Partners LLC [Member]
Commitments (Details) [Line Items]
Shares issued	1,236
Maxim Partners LLC [Member]
Commitments (Details) [Line Items]
Shares issued	123,600
Price per share	$ 10
Generating gross proceeds	$ 1,236,000
Issuance of units	123,600
Additional option	$ 1,248,360
Private Placement Warrants [Member]
Commitments (Details) [Line Items]
Generating gross proceeds	$ 37,080
Issuance of units	37,080
Warrant price per share	$ 1
Class A Common Stock [Member]
Commitments (Details) [Line Items]
Warrant price per share			$ 11.50
Class A Common Stock [Member] | Maxim Partners LLC [Member]
Commitments (Details) [Line Items]
Shares issued		150,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)	Oct. 13, 2020	Aug. 13, 2020	Jun. 24, 2020	Jun. 30, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Closing price per share (in Dollars per share)				$ 12
Percentage of converted basis sum of total number of common stock outstanding				20.00%
Founder Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Shares forfeited	250,350
Class A Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				151,236	2,195,955
Common shares subject to possible redemption				7,623,600	5,578,881
Net tangible assets being less than amount (in Dollars)				$ 5,000,001
Common stock subject to possible redemption				77,007,185
Redemption price per share (in Dollars per share)				$ 10.10
Common stock, shares outstanding				151,236	2,195,955
Common stock, shares issued				151,236	2,195,955
Class B Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized				20,000,000	20,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued			1,725,000
Share subject to forfeiture			225,000
Reverse stock split , description		On August 13, 2020, the Company effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in the initial stockholder holding an aggregate of 2,156,250 shares of Class B common stock (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised).
Common stock, shares outstanding				1,905,900	1,905,900
Common stock, shares issued				1,905,900	1,905,900
Class B Common Stock [Member] | Industrial Tech Partners, LLC [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock value issued (in Dollars)			$ 25,000
Price per share (in Dollars per share)			$ 0.014