Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BREEZE HOLDINGS ACQUISITION CORP. | |
Entity Central Index Key | 0001817640 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity File Number | 001-39718 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1849315 | |
Entity Address, Address Line One | 955 W. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 100-929 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75039 | |
City Area Code | 619 | |
Local Phone Number | 500-7747 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 14,640,000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights exchangeable into one-twentieth of one share of common stock | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZR | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZW |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 9,584 | $ 693,818 |
Prepaid expenses | 177,448 | 136,949 |
Total Current Assets | 187,032 | 830,767 |
Cash and marketable securities held in Trust Account | 116,764,515 | 116,734,480 |
Prepaid expenses, non-current | 23,292 | |
TOTAL ASSETS | 116,951,547 | 117,588,539 |
Current liabilities | ||
Accounts payable and accrued expenses | 244,895 | 67,264 |
Common stock payable | 74,850 | |
Current maturities of long-term liability | 57,978 | 136,949 |
Franchise taxes payable | 149,589 | 23,156 |
Total Current Liabilities | 452,462 | 302,219 |
Warrant liabilities | 8,855,250 | 17,487,000 |
Long-term liability | 23,292 | |
Total Liabilities | 9,307,712 | 17,812,511 |
Commitments | ||
Common stock subject to possible redemption, 11,500,000 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively | 115,000,000 | 115,000,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (excluding 11,500,000 shares subject to possible redemption) | 315 | 313 |
Additional paid-in capital | 74,848 | |
Accumulated deficit | (7,431,328) | (15,224,285) |
Total Stockholders’ Deficit | (7,356,165) | (15,223,972) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ 116,951,547 | $ 117,588,539 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares at redemption value | 11,500,000 | 11,500,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,140,000 | 3,125,000 |
Common stock, shares outstanding | 3,140,000 | 3,125,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Operating and formation costs | $ 190,570 | $ 869,591 |
Loss from operations | 190,570 | 869,591 |
Other income: | ||
Interest income | 76 | 763 |
Unrealized gain on marketable securities held in Trust Account | 14,444 | 30,035 |
Change in fair value of warrant liabilities | 3,777,750 | 8,631,750 |
Total other income | 3,792,270 | 8,662,548 |
Net income | $ 3,601,700 | $ 7,792,957 |
Basic and diluted weighted average shares outstanding | 14,634,130 | 14,628,077 |
Basic and diluted net income per share, Common Stock | $ 0.25 | $ 0.53 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Jun. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance, Shares at Jun. 11, 2020 | 0 | |||
Issuance of Founder Shares to Sponsor | 25,000 | $ 288 | 24,712 | |
Issuance of Founder Shares to Sponsor, Shares | 2,875,000 | |||
Ending Balance at Jun. 30, 2020 | 25,000 | $ 288 | 24,712 | |
Ending Balance, Shares at Jun. 30, 2020 | 2,875,000 | |||
Net income (loss) | 0 | $ 0 | 0 | 0 |
Ending Balance at Sep. 30, 2020 | 25,000 | $ 288 | 24,712 | |
Ending Balance, Shares at Sep. 30, 2020 | 2,875,000 | |||
Beginning Balance at Dec. 31, 2020 | (15,223,972) | $ 313 | (15,224,285) | |
Beginning Balance, Shares at Dec. 31, 2020 | 3,125,000 | |||
Net income (loss) | 5,776,318 | 5,776,318 | ||
Ending Balance at Mar. 31, 2021 | (9,447,654) | $ 313 | (9,447,967) | |
Ending Balance, Shares at Mar. 31, 2021 | 3,125,000 | |||
Beginning Balance at Dec. 31, 2020 | (15,223,972) | $ 313 | (15,224,285) | |
Beginning Balance, Shares at Dec. 31, 2020 | 3,125,000 | |||
Net income (loss) | 7,792,957 | |||
Ending Balance at Sep. 30, 2021 | (7,356,165) | $ 315 | 74,848 | (7,431,328) |
Ending Balance, Shares at Sep. 30, 2021 | 3,140,000 | |||
Beginning Balance at Mar. 31, 2021 | (9,447,654) | $ 313 | (9,447,967) | |
Beginning Balance, Shares at Mar. 31, 2021 | 3,125,000 | |||
Net income (loss) | (1,585,061) | (1,585,061) | ||
Ending Balance at Jun. 30, 2021 | (11,032,715) | $ 313 | (11,033,028) | |
Ending Balance, Shares at Jun. 30, 2021 | 3,125,000 | |||
Common Stock issued to Consultant | 74,850 | $ 2 | 74,848 | |
Common Stock issued to Representative, shares | 15,000 | |||
Net income (loss) | 3,601,700 | 3,601,700 | ||
Ending Balance at Sep. 30, 2021 | $ (7,356,165) | $ 315 | $ 74,848 | $ (7,431,328) |
Ending Balance, Shares at Sep. 30, 2021 | 3,140,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,792,957 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Unrealized gain on marketable securities held in Trust Account | $ (14,444) | (30,035) |
Change in fair value of warrant liabilities | (3,777,750) | (8,631,750) |
Changes in operating assets and liabilities | ||
Prepaid expenses and other liabilities | (119,470) | |
Accounts payable and accrued expenses | 177,631 | |
Franchise taxes payable | 126,433 | |
Net cash used in operating activities | (684,234) | |
Net Change in Cash | (684,234) | |
Cash – Beginning of period | 693,818 | |
Cash – End of period | $ 9,584 | 9,584 |
Non-Cash investing and financing activities | ||
Common stock issued to Consultant | $ 74,850 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 11, 2020. The Company was 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,425,000, which is described in Note 5. Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and 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 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of September 30, 2021, cash of $9,584 was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.15 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 per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only 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 outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares, without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to 6 months) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. The Company will have until February 25, 2022 (which can be extended up to 3 months) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased by it during or after the Initial Public Offering if the Company fails to complete its Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.15 per public share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.15 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except 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. Going Concern and Liquidity Consideration As of September 30, 2021, the Company had $9,584 in cash held outside of the Trust Account and negative working capital of $115,841, excluding franchise tax payable. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, in order to finance transaction costs in connection with an intended initial 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”). The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of previously issued Financial Statements In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the redeemable common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all redeemable common stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity. The Company also recorded additional offering costs related to the excess fair value over purchase price for the sale of common stock to the Company’s Underwriters (“Representative Shares”) and to the Company’s Consultant (“Consultant Shares”) as compensation for the underwriting and consulting services, respectively, in connection with the Initial Public Offering (see Note 6). In addition, the Company recorded additional paid-in capital related to the relative fair value of the Rights as part of the Units issued in the Initial Public Offering that were not previously recorded (see Note 9). The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. Further, the additional offering costs recorded in relation to the Representative Shares and Consultant Shares and recording of the Rights issued in the Initial Public Offering also result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, and investing or financing cash flows. In connection with the change in presentation for the redeemable common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: March 31, 2021 As Previously Reported Adjustments As Restated Balance Sheet (unaudited) Common stock payable $ — $ 74,850 $ 74,850 Total common stock subject to possible redemption 100,627,190 14,372,810 115,000,000 Common stock 471 (158) 313 Retained earnings (accumulated deficit) 4,999,535 (14,447,502) (9,447,967) Total stockholders’ equity (deficit) 5,000,006 (14,447,660) (9,447,654) June 30, 2021 As Previously Reported Adjustments As Restated Balance Sheet (unaudited) Common stock payable $ — $ 74,850 $ 74,850 Total common stock subject to possible redemption 99,042,129 15,957,871 115,000,000 Common stock 486 (173) 313 Accumulated deficit 4,999,520 (16,032,548) (11,033,028) Total stockholders’ equity (deficit) 5,000,006 (16,033,721) (11,032,715) For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,914,009 (9,914,009 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,710,991 (4,710,991 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ 0.39 $ 0.39 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,912,293 (9,912,293 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,712,707 (4,712,707 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.09 ) $ 0.09 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ (0.11 ) $ (0.11 ) For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,630,170 (9,630,170 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,993,967 (4,993,967 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.12 ) $ 0.12 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ 0.29 $ 0.29 Changes in the Statement of Stockholders’ Equity for the period s ended March 31, 2021 and June 30, 2021 Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity(Deficit) Shares Amount As Previously Reported: Balance - January 1, 2021 5,280,087 $ 529 $ 583,698 $ 4,415,775 $ 5,000,002 Change in common stock subject to possible redemption (569,096) (58) (5,776,256) — (5,776,314) Reclassify negative portion of addition paid-in capital — — 5,192,558 (5,192,558) — Net income — — — 5,776,318 5,776,318 Balance - March 31, 2021 4,710,991 $ 471 $ — $ 4,999,535 $ 5,000,006 Change in common stock subject to possible redemption 156,164 15 — 1,585,046 1,585,061 Net loss — — — (1,585,061) (1,585,061) Balance - June 30, 2021 4,867,155 $ 486 $ — $ 4,999,520 $ 5,000,006 Adjustments: Balance - January 1, 2021 (2,155,087) $ (216) $ (583,698) $ (19,640,060) $ (20,223,974) Change in common stock subject to possible redemption 569,096 58 5,776,256 — 5,776,314 Reclassify negative portion of addition paid-in capital — — (5,192,558) 5,192,558 — Net income — — — — — Balance - March 31, 2021 (1,585,991) $ (158) $ — $ (14,447,502) $ (14,447,660) Change in common stock subject to possible redemption (156,164) (15) — (1,585,046) (1,585,061) Net loss — — — — — Balance - June 30, 2021 (1,742,155) $ (173) $ — $ (16,032,548) $ (16,032,721) As Restated: Balance - January 1, 2021 3,125,000 $ 313 $ — $ (15,224,285) $ (15,223,972) Net income — — — 5,776,318 5,776,318 Balance - March 31, 2021 3,125,000 $ 313 $ — $ (9,447,967) $ (9,447,654) Net loss — — — (1,585,061) (1,585,061) Balance - June 30, 2021 3,125,000 $ 313 $ — $ (11,033,028) $ (11,032,715) Statement of Cash Flows for the Three Months Ending March 31, 2021 Three Months Ended March 31, 2021 As Previously Reported Adjustments As Restated Non-Cash investing and financing activities: Change in value of common stock subject to redemption $ 5,776,314 $ (5,776,314) $ — Statement of Cash Flows for the Six Months Ending June 30, 2021 Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Non-Cash investing and financing activities: Change in value of common stock subject to redemption $ 4,191,253 $ (4,191,253) $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the SEC on March 31, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on June 24, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on January 14, 2022 . The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. Reclassification Certain Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash 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 September 30, 2021 and December 31, 2020. Cash and marketable securities held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the Statement of Operations in the period of change. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income per share Net income per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock. As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Basic and diluted net income per share of common stock Numerator: Net income $ 3,601,700 $ 7,792,957 Denominator: Basic and diluted weighted average shares common stock outstanding 14,634,130 14,628,077 Basic and diluted net income per share common stock $ 0.25 $ 0.53 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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right worth one-twentieth of a share and one warrant (“Public Warrant”). On November 23, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 1,500,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Sponsor purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering. The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s 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 at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $15,000 and $45,000, respectively, in fees for these services. 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 evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. Representative Shares Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designees 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounts for the Representative Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants will be expensed immediately in the Statement of Operations, while offering costs allocated to the redeemable Public Shares will be deferred and subsequently charged to temporary shareholder’s equity upon the completion of the Initial Public Offering. The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares 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. In addition, the holders of the Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation. Refer to Note 2 for additional information regarding the restatement of financial statements resulting in additional offering costs recorded in relation to the Representative Shares. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note 7 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters of the Initial Public Offering is entitled to a business combination marketing fee of $0.275 per share, or $3,162,500 in the aggregate. The fee will become payable to I-Bankers from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the business combination marketing agreement between the Company and I-Bankers. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 8 – Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of 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 common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless the 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. The Company has agreed that, as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days ’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share 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 Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a 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 a 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 (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. At September 30, 2021 and December 31, 2020, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 — Stockholder’s Equity Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 3,140,000 and 3,125,000 shares of common stock issued and outstanding, excluding 11,500,000 shares of common stock subject to possible redemption for both periods. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth ( 1/20 The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: As of September 30, 2021 Description Level 1 Level 2 Level 3 Investments held in Trust Account: Cash and marketable securities held in Trust Account $ 116,764,515 $ — $ — Warrant liabilities: Public Warrants 5,980,000 — — Private Placement Warrants — — 2,875,250 Total investments held in trust account and warrant liabilities $ 122,744,515 $ — $ 2,875,250 As of December 31, 2020 Description Level 1 Level 2 Level 3 Investments held in Trust Account: Cash and marketable securities held in Trust Account $ 116,734,480 $ — $ — Warrant liabilities: Public Warrants 11,845,000 — — Private Placement Warrants — — 5,642,000 Total investments held in trust account and warrant liabilities $ 128,579,480 $ — $ 5,642,000 The measurement of the Public Warrants as of September 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BREZW. The quoted prices of the Public Warrants were $0.52 and $1.03 per warrant as of September 30, 2021 and December 31, 2020, respectively. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021. The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of September 30, 2021 As of December 31, 2020 Stock price $ 10.09 $ 10.15 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100 % 88 % Dividend yield — — Term (in years) 5.34 5.98 Volatility 9.0 % 15.9 % Risk-free rate 1.04 % 0.5 % Fair value of warrants $ 0.53 $ 1.04 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,642,000 $ 11,845,000 $ 17,487,000 Change in valuation inputs or other assumptions (2,766,750 ) (5,865,000 ) (8,631,750 ) Fair value as of September 30, 2021 $ 2,875,250 $ 5,980,000 $ 8,855,250 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Trust Account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the SEC on March 31, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on June 24, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on January 14, 2022 . The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. |
Reclassification | Reclassification Certain |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash 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 September 30, 2021 and December 31, 2020. |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Common stock subject to possible redemption | Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Warrant Liabilities | Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the Statement of Operations in the period of change. |
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income per share | Net income per share Net income per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock. As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Basic and diluted net income per share of common stock Numerator: Net income $ 3,601,700 $ 7,792,957 Denominator: Basic and diluted weighted average shares common stock outstanding 14,634,130 14,628,077 Basic and diluted net income per share common stock $ 0.25 $ 0.53 |
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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Effect of Restatement on Each Financial Statement | The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: March 31, 2021 As Previously Reported Adjustments As Restated Balance Sheet (unaudited) Common stock payable $ — $ 74,850 $ 74,850 Total common stock subject to possible redemption 100,627,190 14,372,810 115,000,000 Common stock 471 (158) 313 Retained earnings (accumulated deficit) 4,999,535 (14,447,502) (9,447,967) Total stockholders’ equity (deficit) 5,000,006 (14,447,660) (9,447,654) June 30, 2021 As Previously Reported Adjustments As Restated Balance Sheet (unaudited) Common stock payable $ — $ 74,850 $ 74,850 Total common stock subject to possible redemption 99,042,129 15,957,871 115,000,000 Common stock 486 (173) 313 Accumulated deficit 4,999,520 (16,032,548) (11,033,028) Total stockholders’ equity (deficit) 5,000,006 (16,033,721) (11,032,715) For the Three Months Ended March 31, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,914,009 (9,914,009 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,710,991 (4,710,991 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.04 ) $ 0.04 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ 0.39 $ 0.39 For the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,912,293 (9,912,293 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,712,707 (4,712,707 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.09 ) $ 0.09 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ (0.11 ) $ (0.11 ) For the Six Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, Redeemable Common Stock 9,630,170 (9,630,170 ) — Basic and diluted net earnings per share, Redeemable Common Stock $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-Redeemable Common Stock 4,993,967 (4,993,967 ) — Basic and diluted net loss per share, Non-Redeemable Common Stock $ (0.12 ) $ 0.12 $ — Basic and diluted weighted average shares outstanding — 14,625,000 14,625,000 Basic and diluted net loss per share of Common Stock $ — $ 0.29 $ 0.29 Changes in the Statement of Stockholders’ Equity for the period s ended March 31, 2021 and June 30, 2021 Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity(Deficit) Shares Amount As Previously Reported: Balance - January 1, 2021 5,280,087 $ 529 $ 583,698 $ 4,415,775 $ 5,000,002 Change in common stock subject to possible redemption (569,096) (58) (5,776,256) — (5,776,314) Reclassify negative portion of addition paid-in capital — — 5,192,558 (5,192,558) — Net income — — — 5,776,318 5,776,318 Balance - March 31, 2021 4,710,991 $ 471 $ — $ 4,999,535 $ 5,000,006 Change in common stock subject to possible redemption 156,164 15 — 1,585,046 1,585,061 Net loss — — — (1,585,061) (1,585,061) Balance - June 30, 2021 4,867,155 $ 486 $ — $ 4,999,520 $ 5,000,006 Adjustments: Balance - January 1, 2021 (2,155,087) $ (216) $ (583,698) $ (19,640,060) $ (20,223,974) Change in common stock subject to possible redemption 569,096 58 5,776,256 — 5,776,314 Reclassify negative portion of addition paid-in capital — — (5,192,558) 5,192,558 — Net income — — — — — Balance - March 31, 2021 (1,585,991) $ (158) $ — $ (14,447,502) $ (14,447,660) Change in common stock subject to possible redemption (156,164) (15) — (1,585,046) (1,585,061) Net loss — — — — — Balance - June 30, 2021 (1,742,155) $ (173) $ — $ (16,032,548) $ (16,032,721) As Restated: Balance - January 1, 2021 3,125,000 $ 313 $ — $ (15,224,285) $ (15,223,972) Net income — — — 5,776,318 5,776,318 Balance - March 31, 2021 3,125,000 $ 313 $ — $ (9,447,967) $ (9,447,654) Net loss — — — (1,585,061) (1,585,061) Balance - June 30, 2021 3,125,000 $ 313 $ — $ (11,033,028) $ (11,032,715) Statement of Cash Flows for the Three Months Ending March 31, 2021 Three Months Ended March 31, 2021 As Previously Reported Adjustments As Restated Non-Cash investing and financing activities: Change in value of common stock subject to redemption $ 5,776,314 $ (5,776,314) $ — Statement of Cash Flows for the Six Months Ending June 30, 2021 Six Months Ended June 30, 2021 As Previously Reported Adjustments As Restated Non-Cash investing and financing activities: Change in value of common stock subject to redemption $ 4,191,253 $ (4,191,253) $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000 |
Calculation of Basic and Diluted Net Loss per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Basic and diluted net income per share of common stock Numerator: Net income $ 3,601,700 $ 7,792,957 Denominator: Basic and diluted weighted average shares common stock outstanding 14,634,130 14,628,077 Basic and diluted net income per share common stock $ 0.25 $ 0.53 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: As of September 30, 2021 Description Level 1 Level 2 Level 3 Investments held in Trust Account: Cash and marketable securities held in Trust Account $ 116,764,515 $ — $ — Warrant liabilities: Public Warrants 5,980,000 — — Private Placement Warrants — — 2,875,250 Total investments held in trust account and warrant liabilities $ 122,744,515 $ — $ 2,875,250 As of December 31, 2020 Description Level 1 Level 2 Level 3 Investments held in Trust Account: Cash and marketable securities held in Trust Account $ 116,734,480 $ — $ — Warrant liabilities: Public Warrants 11,845,000 — — Private Placement Warrants — — 5,642,000 Total investments held in trust account and warrant liabilities $ 128,579,480 $ — $ 5,642,000 |
Changes in Fair Value of Warrants Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,642,000 $ 11,845,000 $ 17,487,000 Change in valuation inputs or other assumptions (2,766,750 ) (5,865,000 ) (8,631,750 ) Fair value as of September 30, 2021 $ 2,875,250 $ 5,980,000 $ 8,855,250 |
Modified Black Scholes | |
Significant Inputs for Fair Value | The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of September 30, 2021 As of December 31, 2020 Stock price $ 10.09 $ 10.15 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100 % 88 % Dividend yield — — Term (in years) 5.34 5.98 Volatility 9.0 % 15.9 % Risk-free rate 1.04 % 0.5 % Fair value of warrants $ 0.53 $ 1.04 |
Description of Organization a_2
Description of Organization and Business of Operations - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Sep. 30, 2021 | Nov. 22, 2021 | Dec. 31, 2020 |
Organization And Basis Of Operations [Line Items] | ||||
Warrants sold during period | 5,425,000 | |||
Sale price per private placement warrant | $ 1 | |||
Net proceeds placed in Trust Account | $ 116,764,515 | $ 116,734,480 | ||
Transaction costs | $ 4,099,907 | |||
Underwriting fees | 2,300,000 | |||
Other offering costs | 477,557 | |||
Cash held outside Trust Account | $ 9,584 | $ 693,818 | ||
Aggregate fair market value as percentage of assets held in Trust Account | 80.00% | |||
Percentage of outstanding voting securities to be owned or acquired post-transaction | 50.00% | |||
Stock redemption price per share | $ 10.15 | |||
Minimum net intangible assets required for business combination | $ 5,000,001 | |||
Restriction on redeeming shares in case of stockholder approval of business combination | 15.00% | |||
Business combination incomplete, percentage of stock redemption | 100.00% | |||
Business combination, completion date of acquisition | Feb. 25, 2022 | |||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | |||
Minimum number of business days to redeem public shares | 10 days | |||
Assets remaining available for distribution, per share, maximum. | $ 10.15 | |||
Price per Public Share reduction to amount held in Trust Account | $ 10.15 | |||
Working capital | $ 115,841 | |||
Breeze Sponsor, LLC | Subsequent Event | ||||
Organization And Basis Of Operations [Line Items] | ||||
Deposit in trust account | $ 1,150,000 | |||
Deposit representing per public share | $ 0.10 | |||
Representative Founder Shares | ||||
Organization And Basis Of Operations [Line Items] | ||||
Offering costs | $ 1,322,350 | |||
Related Party Loans | ||||
Organization And Basis Of Operations [Line Items] | ||||
Sale price per private placement warrant | $ 1 | |||
Related Party Loans | Maximum | ||||
Organization And Basis Of Operations [Line Items] | ||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | |||
Initial Public Offering Including Underwriters’ Exercise | ||||
Organization And Basis Of Operations [Line Items] | ||||
Stock issued during period | 11,500,000 | |||
Gross proceeds from initial public offering | $ 115,000,000 | |||
Net proceeds placed in Trust Account | $ 115,000,000 | |||
Shares issued price per share | $ 10 | |||
Private Placement | ||||
Organization And Basis Of Operations [Line Items] | ||||
Sale price per private placement warrant | $ 1 | |||
Gross proceeds from sale of warrants | $ 5,425,000 | |||
Net proceeds placed in Trust Account | $ 1,725,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Details) | Sep. 30, 2021USD ($) |
Accounting Changes And Error Corrections [Abstract] | |
Intangible assets, Net | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Balance Sheet (Unaudited) (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Common stock payable | $ 74,850 | $ 74,850 | $ 74,850 | |
Total common stock subject to possible redemption | $ 115,000,000 | 115,000,000 | 115,000,000 | 115,000,000 |
Common stock | 315 | 313 | 313 | $ 313 |
Additional paid-in capital | $ 74,848 | |||
Retained earnings (accumulated deficit) | (11,033,028) | (9,447,967) | ||
Total stockholders’ equity (deficit) | (11,032,715) | (9,447,654) | ||
As Previously Reported | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Total common stock subject to possible redemption | 99,042,129 | 100,627,190 | ||
Common stock | 486 | 471 | ||
Retained earnings (accumulated deficit) | 4,999,520 | 4,999,535 | ||
Total stockholders’ equity (deficit) | 5,000,006 | 5,000,006 | ||
Adjustments | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Common stock payable | 74,850 | 74,850 | ||
Total common stock subject to possible redemption | 15,957,871 | 14,372,810 | ||
Common stock | (173) | (158) | ||
Retained earnings (accumulated deficit) | (16,032,548) | (14,447,502) | ||
Total stockholders’ equity (deficit) | $ (16,033,721) | $ (14,447,660) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Summary of Changes in Statement of Operations (Unaudited) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 16 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 14,634,130 | 14,625,000 | 14,625,000 | 14,625,000 | 14,628,077 | 2,875,000 |
Basic and diluted net earnings (loss) per share | $ 0.25 | $ (0.11) | $ 0.39 | $ 0.29 | $ 0.53 | |
Adjustments | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 14,625,000 | 14,625,000 | 14,625,000 | |||
Basic and diluted net earnings (loss) per share | $ (0.11) | $ 0.39 | $ 0.29 | |||
Redeemable Common Stock | As Previously Reported | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 9,912,293 | 9,914,009 | 9,630,170 | |||
Redeemable Common Stock | Adjustments | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | (9,912,293) | (9,914,009) | (9,630,170) | |||
Non Redeemable Common Stock | As Previously Reported | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | 4,712,707 | 4,710,991 | 4,993,967 | |||
Basic and diluted net earnings (loss) per share | $ (0.09) | $ (0.04) | $ (0.12) | |||
Non Redeemable Common Stock | Adjustments | ||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||||
Basic and diluted weighted average shares outstanding | (4,712,707) | (4,710,991) | (4,993,967) | |||
Basic and diluted net earnings (loss) per share | $ 0.09 | $ 0.04 | $ 0.12 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Changes in Statement of Stockholders' Equity (Unaudited) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ (11,032,715) | $ (9,447,654) | $ (15,223,972) | $ 25,000 | $ (15,223,972) |
Net income (loss) | 3,601,700 | (1,585,061) | 5,776,318 | 0 | 7,792,957 |
Ending Balance | (7,356,165) | (11,032,715) | (9,447,654) | 25,000 | (7,356,165) |
As Previously Reported | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | 5,000,006 | 5,000,006 | 5,000,002 | 5,000,002 | |
Change in common stock subject to possible redemption | 1,585,061 | (5,776,314) | |||
Net income (loss) | (1,585,061) | 5,776,318 | |||
Ending Balance | 5,000,006 | 5,000,006 | |||
Adjustments | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | (16,032,721) | (14,447,660) | (20,223,974) | (20,223,974) | |
Change in common stock subject to possible redemption | (1,585,061) | 5,776,314 | |||
Ending Balance | (16,032,721) | (14,447,660) | |||
Common Stock | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ 313 | $ 313 | $ 313 | $ 288 | $ 313 |
Beginning Balance, Shares | 3,125,000 | 3,125,000 | 3,125,000 | 2,875,000 | 3,125,000 |
Net income (loss) | $ 0 | ||||
Ending Balance | $ 315 | $ 313 | $ 313 | $ 288 | $ 315 |
Ending Balance, Shares | 3,140,000 | 3,125,000 | 3,125,000 | 2,875,000 | 3,140,000 |
Common Stock | As Previously Reported | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ 486 | $ 471 | $ 529 | $ 529 | |
Beginning Balance, Shares | 4,867,155 | 4,710,991 | 5,280,087 | 5,280,087 | |
Change in common stock subject to possible redemption | $ 15 | $ (58) | |||
Change in common stock subject to possible redemption, shares | 156,164 | (569,096) | |||
Ending Balance | $ 486 | $ 471 | |||
Ending Balance, Shares | 4,867,155 | 4,710,991 | |||
Common Stock | Adjustments | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ (173) | $ (158) | $ (216) | $ (216) | |
Beginning Balance, Shares | (1,742,155) | (1,585,991) | (2,155,087) | (2,155,087) | |
Change in common stock subject to possible redemption | $ (15) | $ 58 | |||
Change in common stock subject to possible redemption, shares | (156,164) | 569,096 | |||
Ending Balance | $ (173) | $ (158) | |||
Ending Balance, Shares | (1,742,155) | (1,585,991) | |||
Additional Paid-in Capital | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ 24,712 | ||||
Net income (loss) | 0 | ||||
Ending Balance | $ 74,848 | 24,712 | $ 74,848 | ||
Additional Paid-in Capital | As Previously Reported | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ 583,698 | 583,698 | |||
Change in common stock subject to possible redemption | (5,776,256) | ||||
Reclassify negative portion of addition paid-in capital | 5,192,558 | ||||
Additional Paid-in Capital | Adjustments | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | (583,698) | (583,698) | |||
Change in common stock subject to possible redemption | 5,776,256 | ||||
Reclassify negative portion of addition paid-in capital | (5,192,558) | ||||
Accumulated Deficit | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | (11,033,028) | $ (9,447,967) | (15,224,285) | (15,224,285) | |
Net income (loss) | 3,601,700 | (1,585,061) | 5,776,318 | $ 0 | |
Ending Balance | (7,431,328) | (11,033,028) | (9,447,967) | (7,431,328) | |
Accumulated Deficit | As Previously Reported | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | 4,999,520 | 4,999,535 | 4,415,775 | 4,415,775 | |
Change in common stock subject to possible redemption | 1,585,046 | ||||
Reclassify negative portion of addition paid-in capital | (5,192,558) | ||||
Net income (loss) | (1,585,061) | 5,776,318 | |||
Ending Balance | 4,999,520 | 4,999,535 | |||
Accumulated Deficit | Adjustments | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Beginning Balance | $ (16,032,548) | (14,447,502) | (19,640,060) | $ (19,640,060) | |
Change in common stock subject to possible redemption | (1,585,046) | ||||
Reclassify negative portion of addition paid-in capital | 5,192,558 | ||||
Ending Balance | $ (16,032,548) | $ (14,447,502) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Summary of Cash Flows (Unaudited) (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Previously Reported | ||
Non-Cash investing and financing activities | ||
Change in value of common stock subject to redemption | $ 5,776,314 | $ 4,191,253 |
Adjustments | ||
Non-Cash investing and financing activities | ||
Change in value of common stock subject to redemption | $ (5,776,314) | $ (4,191,253) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Common stock sold | 3,140,000 | 3,125,000 | |
Common stock subject to possible redemption | 11,500,000 | 11,500,000 | |
Transaction costs | $ 4,099,907 | ||
Underwriting fees | 2,300,000 | ||
Other offering costs | 477,557 | ||
Offering costs incurred in connection with issuance of common stock | $ 3,704,282 | ||
Unrecognized tax benefits | 0 | $ 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Dilutive securities and other contracts potentially exercised or converted into common stock | 0 | ||
Concentrations of credit risk consist of cash accounts | $ 250,000 | ||
Representative Founder Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Offering costs | $ 1,322,350 | ||
Initial Public Offering | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock sold | 11,500,000 | ||
Transaction costs | $ 4,099,907 | ||
Underwriting fees | 2,300,000 | ||
Other offering costs | 477,557 | ||
Initial Public Offering | Representative Founder Shares | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Offering costs | 1,322,350 | ||
Public Warrants and Private Placement Warrants | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Transaction costs | $ 395,625 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||||
Issuance costs allocated to common stock | $ 3,704,282 | |||
Common stock subject to possible redemption | 115,000,000 | $ 115,000,000 | $ 115,000,000 | $ 115,000,000 |
Common Stock Subject To Possible Redemption | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | 115,000,000 | |||
Proceeds allocated to Public Warrants | 10,580,000 | |||
Issuance costs allocated to common stock | 3,704,282 | |||
Gross proceeds from initial public offering | 4,214,968 | |||
Accretion of carrying value to redemption value | 18,499,250 | |||
Common stock subject to possible redemption | $ 115,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 16 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: | |||||||
Net income (loss) | $ 3,601,700 | $ (1,585,061) | $ 5,776,318 | $ 0 | $ 7,792,957 | ||
Denominator: | |||||||
Basic and diluted weighted average shares outstanding | 14,634,130 | 14,625,000 | 14,625,000 | 14,625,000 | 14,628,077 | 2,875,000 | |
Basic and diluted net earnings (loss) per share | $ 0.25 | $ (0.11) | $ 0.39 | $ 0.29 | $ 0.53 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - $ / shares | Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2021 |
Public Warrant | |||
Initial Public Offering [Line Items] | |||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.50 | ||
Initial Public Offering | |||
Initial Public Offering [Line Items] | |||
Stock issued during period | 10,000,000 | ||
Shares issued price per share | $ 10 | ||
Description of conversion feature | Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right worth one-twentieth of a share and one warrant (“Public Warrant”) | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Stock issued during period | 1,500,000 | ||
Shares issued price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) | Nov. 25, 2020USD ($)$ / sharesshares |
Private Placement [Line Items] | |
Warrants, price per share | $ 1 |
Private Placement | |
Private Placement [Line Items] | |
Sale of warrants | shares | 5,425,000 |
Warrants, price per share | $ 1 |
Proceeds from issuance of warrants | $ | $ 5,425,000 |
Number of common stock entitled for each warrants | shares | 1 |
Common stock price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Nov. 23, 2020USD ($)$ / sharesshares | Jul. 15, 2020shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020shares | Nov. 25, 2020$ / sharesshares |
Related Party Transaction [Line Items] | ||||||||
Issuance of Founder Shares to Sponsor | $ | $ 25,000 | |||||||
Common stock, shares outstanding | 3,140,000 | 3,140,000 | 3,125,000 | |||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||
Stock issued during period, value | $ | $ 74,850 | |||||||
Over-Allotment Option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period | 1,500,000 | |||||||
Shares issued price per share | $ / shares | $ 10 | |||||||
Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock price per share | $ / shares | 11.50 | |||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||
Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | ||||||
Representative | Over-Allotment Option | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period | 250,000 | |||||||
Consultant | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period | 15,000 | |||||||
Representative and Consultant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value | $ | $ 1,322,350 | |||||||
Shares issued price per share | $ / shares | $ 4.99 | |||||||
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | |||||||
Maximum | Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Warrants issuable on notes conversion upon completion of business combination | $ | $ 1,000,000 | $ 1,000,000 | ||||||
Founder Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 2,875,000 | |||||||
Breeze Sponsor, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share holding period upon closing of business combination | 1 year | |||||||
Common stock price per share | $ / shares | $ 12 | $ 12 | ||||||
Number of trading days | 20 days | |||||||
Number of consecutive trading days | 30 days | |||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||
Related party transaction, administrative service fee per month | $ | $ 5,000 | |||||||
Related party transaction, administrative service expense incurred and paid | $ | $ 15,000 | $ 45,000 | ||||||
Breeze Sponsor, LLC | Founder Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of Founder Shares to Sponsor, Shares | 100 | |||||||
Issuance of Founder Shares to Sponsor | $ | $ 25,000 | |||||||
Forward stock split | 28,750 | |||||||
Ownership percentage of initial stockholders | 20.00% | |||||||
Common stock, shares not subject to forfeiture | 375,000 | |||||||
Stock conversion ratio, description | The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7 | |||||||
Stock conversion ratio | 100.00% | |||||||
Breeze Sponsor, LLC | Founder Shares | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares subject to forfeiture | 375,000 |
Commitments- Additional Informa
Commitments- Additional Information (Details) - Underwriting Agreement | Nov. 23, 2020USD ($)$ / shares |
Subsidiary Or Equity Method Investee [Line Items] | |
Price per share payable to underwriters as deferred fee | $ / shares | $ 0.275 |
Deferred underwriting fee payable | $ | $ 3,162,500 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Number of fractional shares issued upon exercise of public warrant | 0 | |
Warrants exercisable period after completion of business combination | 30 days | |
Warrants exercisable period from closing of initial public offering | 12 months | |
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | |
Class of warrant or right exercisable | 0 | |
Redemption price per warrant | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Minimum price per share required for redemption of warrants | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | |
Warrants redemption covenant threshold consecutive trading days | 30 days | |
Number of business days before sending notice of redemption period | 3 days | |
Maximum effective issue price to closing of business combination | $ 9.20 | |
Minimum percentage of total equity proceeds from issuances | 60.00% | |
Number of trading days prior on consummates business combination | 20 days | |
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115.00% | |
Warrants will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | |
Public Warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Private Placement | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding | 5,425,000 | 5,425,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | Holders of common stock are entitled to one vote for each share. | |
Common stock, shares issued | 3,140,000 | 3,125,000 |
Common stock, shares outstanding | 3,140,000 | 3,125,000 |
Common stock subject to possible redemption | 11,500,000 | 11,500,000 |
Business combination right convertible share of common stock conversion ratio | 0.05 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 | ||
Warrant liabilities: | ||
Total investments held in trust account and warrant liabilities | $ 122,744,515 | $ 128,579,480 |
Level 1 | Public Warrant | ||
Warrant liabilities: | ||
Total warrant liabilities | 5,980,000 | 11,845,000 |
Level 1 | Cash And Marketable Securities Held in Trust Account | ||
Investments held in Trust Account: | ||
Fair value, asset | 116,764,515 | 116,734,480 |
Level 3 | ||
Warrant liabilities: | ||
Total investments held in trust account and warrant liabilities | 2,875,250 | 5,642,000 |
Level 3 | Private Placement | ||
Warrant liabilities: | ||
Total warrant liabilities | $ 2,875,250 | $ 5,642,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset amount transfer of level 1 to level 2 | $ 0 | |
Liability amount transfer of level 1 to level 2 | 0 | |
Asset amount transfer of level 2 to level 1 | 0 | |
Liability amount transfer of level 2 to level 1 | $ 0 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 0.52 | $ 1.03 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.53 | 1.04 |
Probability of completing a Business Combination | 100.00% | 88.00% |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 10.09 | 10.15 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input, Term years | 5 years 4 months 2 days | 5 years 11 months 23 days |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.090 | 0.159 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0104 | 0.005 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | $ 17,487,000 |
Change in valuation inputs or other assumptions | (8,631,750) |
Fair value as of September 30, 2021 | 8,855,250 |
Private Placement | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | 5,642,000 |
Change in valuation inputs or other assumptions | (2,766,750) |
Fair value as of September 30, 2021 | 2,875,250 |
Public | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2020 | 11,845,000 |
Change in valuation inputs or other assumptions | (5,865,000) |
Fair value as of September 30, 2021 | $ 5,980,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Breeze Sponsor, LLC - Subsequent Event | Nov. 22, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Deposit in trust account | $ | $ 1,150,000 |
Deposit representing per public share | $ / shares | $ 0.10 |