Jupiter Acquisition (JAQC) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Document Information Line Items
Entity Registrant Name	Jupiter Acquisition Corp
Trading Symbol	JAQC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001817868
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39505
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1508739
Entity Address, Address Line One	11450 SE Dixie Hwy
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Hobe Sound
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33455
City Area Code	(212)
Local Phone Number	207-8884
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		16,357,087
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,940,462

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,441,348	$ 5,300
Prepaid expenses	646,104
Total Current Assets	2,087,452	5,300
Deferred offering costs		252,799
Marketable securities held in Trust Account	157,630,056
TOTAL ASSETS	159,717,508	258,099
Current liabilities
Accounts payable and accrued expenses	155,394	1,000
Accrued offering costs		100,297
Promissory note – related party		132,802
Total Current Liabilities	155,394	234,099
Warrant liability	5,407,118
Deferred underwriting fee payable	5,516,648
Total Liabilities	11,079,160	234,099
Commitments
Class A common stock subject to possible redemption; 15,761,850 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively	157,618,500
Stockholder’s (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 595,237 and no shares issued and outstanding (excluding 15,761,850 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively	60
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,940,462 and 4,312,500 shares issued and outstanding at September 30, 2021 and December 31, 2020(1), respectively	394	431
Additional paid-in capital		24,569
Accumulated deficit	(8,980,606)	(1,000)
Total Stockholder’s (Deficit) Equity	(8,980,152)	24,000
TOTAL LIABILITIES AND STOCKHOLDER’S (DEFICIT) EQUITY	$ 159,717,508	$ 258,099

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common stock subject to possible redemption (in Dollars per share)	$ 15,761,850
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	595,237
Common stock, shares outstanding	595,237
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,940,462	4,312,500
Common stock, shares outstanding	3,940,462	4,312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended			9 Months Ended
		Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Operating and formation costs		$ 259,610	$ 1,000	$ 1,000	$ 268,365
Loss from operations		(259,610)	(1,000)	(1,000)	(268,365)
Other income (expense):
Interest earned on marketable securities held in Trust Account		8,225			8,225
Unrealized gain on marketable securities held in Trust Account		3,331			3,331
Change in fair value of warrant liabilities		834,508			834,508
Transaction costs associated with the Initial Public Offering		(524,859)			(524,859)
Total other income, net		321,205			321,205
Net income (loss)		$ 61,595	$ (1,000)	$ (1,000)	$ 52,840
Class A Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)		7,756,707			2,613,982
Basic and diluted net loss per share (in Dollars per share)		$ 0.01			$ 0.01
Class B Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	[1]	3,841,091	3,750,000	3,750,000	3,780,697
Basic and diluted net loss per share (in Dollars per share)		$ 0.01	$ 0	$ 0	$ 0.01
[1]	On July 23, 2021, the Sponsor forfeited 1,437,500 Founder Shares resulting in an aggregate of 4,312,500 Founder Shares outstanding. All shares and per-share data has been retroactively restated. On August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, an aggregate of 372,038 Founder Shares were forfeited and 190,462 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,940,462 Founder Shares outstanding at August 25, 2021 (see Note 6).

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder’s Equity (Deficit) (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock		Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 16, 2020
Balance (in Shares) at Jun. 16, 2020
Issuance of Class B common stock to Sponsor		$ 431		24,569		25,000
Issuance of Class B common stock to Sponsor (in Shares)		4,312,500
Net income (loss)					(1,000)	(1,000)
Balance at Sep. 30, 2020		$ 431		24,569	(1,000)	24,000
Balance (in Shares) at Sep. 30, 2020		4,312,500
Balance at Dec. 31, 2020		$ 431	[1]	24,569	(1,000)	24,000
Balance (in Shares) at Dec. 31, 2020		4,312,500
Net income (loss)			[1]		(8,775)	(8,775)
Balance at Mar. 31, 2021		$ 431	[1]	24,569	(9,775)	15,225
Balance (in Shares) at Mar. 31, 2021		4,312,500	[1]
Net income (loss)					20	20
Balance at Jun. 30, 2021		$ 431	[1]	24,569	(9,775)	15,245
Balance (in Shares) at Jun. 30, 2021		4,312,500	[1]
Sale of Private Placement Units	$ 60		[1]	5,730,570
Sale of Private Placement Units (in Shares)	595,237
Forfeiture of Founder Shares		$ (37)	[1]	37
Forfeiture of Founder Shares (in Shares)		(372,037)	[1]
Accretion to shares subject to redemption			[1]	(5,775,176)	(9,032,446)	(14,787,622)
Net income (loss)			[1]		61,595	61,595
Balance at Sep. 30, 2021	$ 60	$ 394	[1]		$ (8,980,606)	$ (8,980,152)
Balance (in Shares) at Sep. 30, 2021	595,237	3,940,463	[1]
[1]	On July 23, 2021, the Sponsor forfeited 1,437,500 Founder Shares resulting in an aggregate of 4,312,500 Founder Shares outstanding. All shares and per-share data has been retroactively restated. On August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, an aggregate of 372,038 Founder Shares were forfeited and 190,462 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,940,462 Founder Shares outstanding at August 25, 2021 (see Note 6).

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)	$ 52,840
Change in fair value of warrant liabilities		(834,508)
Interest earned on marketable securities held in Trust Account		(8,225)
Unrealized gain on marketable securities held in Trust Account		(3,331)
Offering costs charged directly to operations		19,659
Transaction costs associated with the Initial Public Offering		524,859
Changes in operating assets and liabilities:
Prepaid expenses		(646,104)
Accrued expenses	1,000	154,394
Net cash used in operating activities		(740,416)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(157,618,500)
Net cash used in investing activities		(157,618,500)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholders	25,000
Proceeds from sale of Units, net of underwriting discount paid		154,466,130
Proceeds from sale of Private Placement Units		5,952,370
Advances from related party		199
Proceeds from promissory note – related party	120,000	(133,001)
Payment of offering costs	(135,502)	(490,734)
Net cash provided by financing activities	9,498	159,794,964
Net Change in Cash	9,498	1,436,048
Cash – Beginning of period		5,300
Cash – End of period	9,498	1,441,348
Non-Cash investing and financing activities:
Excess payment of filing fees charged directly to operations		19,659
Offering costs included in accrued offering costs	5,000
Offering costs paid by Sponsor in exchange for issuance of founder shares		25,000
Initial value of warrant liability		6,241,626
Initial classification of Class A common stock subject to possible redemption		157,618,500
Deferred underwriting fee payable		5,516,648
Forfeiture of founder shares		$ (37)

Description of Organization, Bu

Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES Jupiter Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on June 17, 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 (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 for the period from June 17, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. Subsequent to the Initial Public Offering, the Company’s activities have been limited to identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate 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 August 12, 2021. On August 17, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 580,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Jupiter Founders LLC (the “Sponsor”) and certain of the underwriters and certain of the underwriters’ employees, generating gross proceeds of $5,800,000, which is described in Note 5. On August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, on August 25, 2021, the underwriters purchased 761,850 additional Units at $10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option, generating gross proceeds of $7,618,500. Simultaneously with the sale of the additional Units, the Company consummated the sale of an additional 15,237 Private Placement Units at $10.00 per additional Private Placement Unit, generating total gross proceeds of $152,370. Transaction costs amounted to $9,292,595, consisting of $3,152,370 of underwriting fees, $5,516,648 of deferred underwriting fees and $623,577 of other offering costs. Following the closing of the Initial Public Offering on August 17, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account established for the benefit of the Company’s Public Stockholders (as defined below) (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. A total of $7,618,500 of the net proceeds from the sale of the additional Units and the additional Private Placement Units was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $157,618,500. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, including the partial exercise of the over-allotment option, and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its initial Business Combination with one or more operating businesses with an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public 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 the Public Stockholders who redeem their Public 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 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 shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and other holders of the Company’s common stock prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares purchased 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 without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) 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 the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) 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. The Company will have until August 17, 2023 (or such later date as may be approved by the Company’s stockholders) 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 taxes (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 Initial Stockholders have agreed to waive their right to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire 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. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) 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 other 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 the Initial Public Offering price per Unit ($10.00). 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it 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 for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering, at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least year from the date of the financial statements were issued, and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 the 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
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate the Company’s previously reported financial statements for the presentation of Class A common stock subject to possible redemption. The restatement has no impact on the Company’s previously reported total assets, liabilities or operating results. Management determined, at the closing of the Company’s Initial Public Offering the Company had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a classification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its net loss per common share calculation to include the calculation for Class A common stock subject to redemption and to allocate net loss evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of August 17, 2021 (audited) As Adjustment As Restated Class A common stock subject to possible redemption $ 135,976,850 $ 14,023,150 $ 150,000,000 Class A common stock $ 198 $ (140 ) $ 58 Additional paid-in capital $ 5,537,687 $ (5,537,687 ) $ — Accumulated deficit $ (538,308 ) $ (8,485,323 ) $ (9,023,631 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (14,023,150 ) $ (9,023,142 )

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 prospectus for its Initial Public Offering, as filed with the SEC on August 13, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 23, 2021 and August 30, 2021. 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 periods. 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 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 at September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $9,292,595, of which $8,938,077 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $354,518 were expensed to the statements of operations. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Warrants (as defined in Note 5) (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price is available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. 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 statement’s 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. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. The tax provision for the period from June 17, 2020 (inception) through December 31, 2020 and for the nine months ended September 30, 2021 were deemed to be de minimis. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 15,761,850 and no shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 157,618,500 Less: Proceeds allocated to Public Warrants (6,018,995 ) Class A common stock issuance costs (8,768,627 ) Plus: Accretion of carrying value to redemption value 14,787,622 Class A common stock subject to possible redemption $ 157,618,500 Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating net income per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 8,178,543 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ 41,195 $ 20,400 $ 21,600 $ 31,240 $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 7,756,707 3,841,091 2,613,982 3,780,697 — 3,750,000 Basic and diluted net loss per common share $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ — $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit 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 account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 15, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,761,850 Units at a purchase price of $10.00 per Unit, including 761,850 additional Units pursuant to the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50, subject to adjustment (see Note 9).

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 and the closing of the partial exercise of the over-allotment option, the Sponsor and certain of the underwriters and certain of the underwriters’ employees purchased an aggregate of 595,237 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,952,370 in private placements. Each Private Placement Unit consists of one share of Class A common stock (“Private Share”) and one-half of one warrant (each, a “Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units 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, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Units or the underlying securities.

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 On July 7, 2020, the Initial Stockholders purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 23, 2021, the Sponsor forfeited 1,437,500 Founder Shares resulting in an aggregate of 4,312,500 Founder Shares outstanding. All shares and per-share data has been retroactively restated. The Founder Shares included an aggregate of up to 562,500 Founder Shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, on August 25, 2021, the underwriters purchased 761,850 additional Units at $10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, an aggregate of 372,038 Founder Shares were forfeited and 190,462 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 3,940,462 Founder Shares outstanding at August 25, 2021. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 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. Of the aggregate 15,761,850 Units sold in the Initial Public Offering, 13,365,000 Units were purchased by certain funds and accounts that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management team (the “Anchor Investors”). In connection with the closing of the Initial Public Offering, the Anchor Investors each acquired from the Sponsor an indirect economic interest in 100,000 Founder Shares (or an aggregate of 900,000 Founder Shares) at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investors after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $4,464,000, or $4.96 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was 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 related to the Founder Shares amounted to $4,464,000, of which $170,341 will be expensed in the statement of operations and included in transactions costs attributable to warrant liabilities and the remaining $4,296,659 will be netted to additional paid in capital resulting in only a charge to accumulated deficit of $170,341. Administrative Services Agreement The Company entered into an agreement on August 12, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2021, the Company incurred $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying condensed balance sheet. Promissory Note — Related Party On June 24, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note was subsequently amended on December 31, 2020 and September 30, 2021 to extend the maturity date. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 and (ii) the consummation of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there were $0 and $132,802 outstanding, respectively, under the Promissory Note. The outstanding balance under the Note was repaid at the closing of the Initial Public Offering on August 17, 2021, and the Promissory Note was terminated. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 12, 2021, the holders of the Founder Shares, Private Placement Units, Private Shares, Private Warrants, and units that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Warrants and warrants included in the units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A 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. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggy-back” registration rights after August 12, 2026 and August 12, 2028, respectively, and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option beginning August 12, 2021 to purchase up to 2,250,000 additional Units to cover over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. On August 23, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, on August 25, 2021, the underwriters purchased 761,850 additional Units upon the closing of the partial exercise of the over-allotment option. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,516,648 in the aggregate. Subject to the terms of the underwriting agreement, the deferred fee (i) will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination and (ii) will be waived by the underwriters in the event that the Company does not complete a Business Combination. Financing Arrangement Nomura Securities International, Inc. (“Nomura”), an underwriter of the Initial Public Offering, has indicated its intent, if so requested by the Company, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $400 million of additional financing for the Company in the form of equity or debt (or a combination thereof) in connection with the Company’s initial Business Combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination. The additional financing arrangement is not anticipated to have any impact on the redemption price of the Class A common stock, the conversion ratio of Class B common stock to Class A common stock or the exercise of the Warrants.

Stockholder's Equity

Stockholder's Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDER’S EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock Class A Common Stock Class B Common Stock Only holders of Class B common stock have the right to vote on the election of directors prior to the Company’s initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (not including the Private Shares underlying the Private Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrant Liabilities [Abstract]
WARRANTS	NOTE 9. WARRANTS At September 30, 2021, there were 7,880,925 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) August 17, 2022. 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 Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus 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 Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise have 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 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the shares of Class A common stock 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 (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the prospectus for the Initial Public Offering, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) the Private Warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants 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 Class A 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 Class A common stock at a price below the 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 respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. As of September 30, 2021, there were 297,618 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and the holders thereof are entitled to certain registration rights. Additionally, so long as they are held by the initial purchasers or their permitted transferees, the Private Warrants: (i) will not be redeemable by the Company (except for certain limitations); (ii) may be exercised by the holders on a cashless basis; and (iii) with respect to Private Warrants held by the underwriters or their employees, will not be exercisable more than five years from the commencement of sales of the Initial Public Offering in accordance with FINRA Rule 5110(g)(8)(A).If the Private Warrants are held by holders other than the initial purchasers or their respective permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

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 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 assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level August 17, September 30, Assets: Cash held in Trust Account 1 $ 150,000,000 $ — Marketable securities held in Trust Account 1 — 157,630,056 Liabilities: Warrant liability- Public Warrants 3 5,722,500 5,209,291 Warrant liability- Private Warrants 3 222,631 197,827 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations. The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: August 17, 2021 September 30, Stock price $ 9.77 $ 9.83 Exercise price $ 11.50 $ 11.50 Expected term (in years) 6.0 5.0 Volatility 20 % 10.0 % Risk-free rate 0.90 % 1.14 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 17, 2020 (inception) $ — $ — $ — Initial measurement on August 17, 2021 222,631 5,722,500 5,945,131 Fair value as of August 17, 2021 $ 222,631 $ 5,722,500 $ 5,945,131 Change in valuation inputs or other assumptions (24,804 ) (513,209 ) (538,013 ) Fair value as of September 30, 2021 197,827 5,209,291 5,407,118 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the three and nine months ended September 30, 2021.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS 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 subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (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 prospectus for its Initial Public Offering, as filed with the SEC on August 13, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 23, 2021 and August 30, 2021. 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 periods.
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 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 at September 30, 2021 and December 31, 2020.
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $9,292,595, of which $8,938,077 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $354,518 were expensed to the statements of operations.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Warrants (as defined in Note 5) (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price is available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date.
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 statement’s 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. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. The tax provision for the period from June 17, 2020 (inception) through December 31, 2020 and for the nine months ended September 30, 2021 were deemed to be de minimis.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 15,761,850 and no shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 157,618,500 Less: Proceeds allocated to Public Warrants (6,018,995 ) Class A common stock issuance costs (8,768,627 ) Plus: Accretion of carrying value to redemption value 14,787,622 Class A common stock subject to possible redemption $ 157,618,500
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating net income per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 8,178,543 shares of Class A common stock in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ 41,195 $ 20,400 $ 21,600 $ 31,240 $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 7,756,707 3,841,091 2,613,982 3,780,697 — 3,750,000 Basic and diluted net loss per common share $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ — $ 0.00
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit 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 account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 15, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of impact of the restatement on the balance sheet	Balance Sheet as of August 17, 2021 (audited) As Adjustment As Restated Class A common stock subject to possible redemption $ 135,976,850 $ 14,023,150 $ 150,000,000 Class A common stock $ 198 $ (140 ) $ 58 Additional paid-in capital $ 5,537,687 $ (5,537,687 ) $ — Accumulated deficit $ (538,308 ) $ (8,485,323 ) $ (9,023,631 ) Total Stockholders’ Equity (Deficit) $ 5,000,008 $ (14,023,150 ) $ (9,023,142 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Class A common stocks reflected in the condensed balance sheets	Gross proceeds $ 157,618,500 Less: Proceeds allocated to Public Warrants (6,018,995 ) Class A common stock issuance costs (8,768,627 ) Plus: Accretion of carrying value to redemption value 14,787,622 Class A common stock subject to possible redemption $ 157,618,500
Schedule of basic and diluted net income (loss) per common stock	Three Months Ended Nine Months Ended For the Period Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net loss, as adjusted $ 41,195 $ 20,400 $ 21,600 $ 31,240 $ — $ (1,000 ) Denominator: Basic and diluted weighted average common shares outstanding 7,756,707 3,841,091 2,613,982 3,780,697 — 3,750,000 Basic and diluted net loss per common share $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ — $ 0.00

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation inputs	Description Level August 17, September 30, Assets: Cash held in Trust Account 1 $ 150,000,000 $ — Marketable securities held in Trust Account 1 — 157,630,056 Liabilities: Warrant liability- Public Warrants 3 5,722,500 5,209,291 Warrant liability- Private Warrants 3 222,631 197,827
Schedule of quantitative information regarding Level 3 fair value measurements	August 17, 2021 September 30, Stock price $ 9.77 $ 9.83 Exercise price $ 11.50 $ 11.50 Expected term (in years) 6.0 5.0 Volatility 20 % 10.0 % Risk-free rate 0.90 % 1.14 % Dividend yield 0.0 % 0.0 %
Schedule of changes in fair value of warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of June 17, 2020 (inception) $ — $ — $ — Initial measurement on August 17, 2021 222,631 5,722,500 5,945,131 Fair value as of August 17, 2021 $ 222,631 $ 5,722,500 $ 5,945,131 Change in valuation inputs or other assumptions (24,804 ) (513,209 ) (538,013 ) Fair value as of September 30, 2021 197,827 5,209,291 5,407,118

Description of Organization, _2

Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) - USD ($)	1 Months Ended		9 Months Ended
	Aug. 25, 2021	Aug. 17, 2021	Sep. 30, 2021
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Price per share (in Dollars per share)		$ 10	$ 10
Gross proceeds			$ 5,800,000
Additional units (in Shares)	761,850
Additional units per share (in Dollars per share)	$ 10
Transaction costs amount	$ 9,292,595
Underwriting fees	3,152,370
Deferred underwriting fees	5,516,648
Other offering costs	623,577
Net proceeds of initial public offering		$ 150,000,000
Net proceeds			7,618,500
Aggregate proceeds			$ 157,618,500
Fair market value, percentage			80.00%
Percentage of restricted redeeming shares			15.00%
Dissolution expense			$ 100,000
Transaction agreement, description			(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it 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.
Business Combination [Member]
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Business combination voting percentage			50.00%
Net tangible assets of business combination			$ 5,000,001
Company's obligation to redeemed, percentage			100.00%
IPO [Member]
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Shares issued (in Shares)		15,000,000
Price per share (in Dollars per share)			$ 10
Private Placement Units [Member]
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Price per share (in Dollars per share)			$ 10
Gross proceeds	$ 152,370
Sale of units (in Shares)			580,000
Sale of additional (in Shares)	15,237
Sale of price per (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Gross proceeds	$ 7,618,500
Class A Common Stock [Member]
Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties (Details) [Line Items]
Price per share (in Dollars per share)		$ 10
Gross proceeds		$ 150,000,000
Sale of price per (in Dollars per share)			$ 18

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of the restatement on the balance sheet	Aug. 17, 2021USD ($)
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	$ 135,976,850
Class A common stock	198
Additional paid-in capital	5,537,687
Accumulated deficit	(538,308)
Total Stockholders’ Equity (Deficit)	5,000,008
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	14,023,150
Class A common stock	(140)
Additional paid-in capital	(5,537,687)
Accumulated deficit	(8,485,323)
Total Stockholders’ Equity (Deficit)	(14,023,150)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	150,000,000
Class A common stock	58
Additional paid-in capital
Accumulated deficit	(9,023,631)
Total Stockholders’ Equity (Deficit)	$ (9,023,142)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Offering cost	$ 9,292,595
Charge of stockholder's equity	8,938,077
Operating expenses	$ 354,518
Class A common stock subject redemption shares (in Shares)		15,761,850
Aggregate shares (in Shares)	8,178,543
Federal depository insurance corporation coverage	$ 250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A common stocks reflected in the condensed balance sheets	9 Months Ended
	Sep. 30, 2021USD ($)
Schedule of Class A common stocks reflected in the condensed balance sheets [Abstract]
Gross proceeds	$ 157,618,500
Less:
Proceeds allocated to Public Warrants	(6,018,995)
Class A common stock issuance costs	(8,768,627)
Plus:
Accretion of carrying value to redemption value	14,787,622
Class A common stock subject to possible redemption	$ 157,618,500

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted	$ 41,195		$ 21,600
Denominator:
Basic and diluted weighted average common shares outstanding	7,756,707		2,613,982
Basic and diluted net loss per common share	$ 0.01		$ 0.01
Class B Common Stock [Member]
Numerator:
Allocation of net loss, as adjusted	$ 20,400	$ (1,000)	$ 31,240
Denominator:
Basic and diluted weighted average common shares outstanding	3,841,091	3,750,000	3,780,697
Basic and diluted net loss per common share	$ 0.01	$ 0	$ 0.01

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units | shares	15,761,850
Sale of stock price | $ / shares	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units | shares	761,850
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Exercise price | $ / shares	$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase aggregate shares	595,237
Purchase price of per unit	10
Aggregate purchase price (in Dollars) | $	$ 5,952,370
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock price (in Dollars per share) | $ / shares	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Aug. 12, 2021	Jul. 07, 2020	Aug. 25, 2021	Jul. 23, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jun. 24, 2020
Related Party Transactions (Details) [Line Items]
Stockholders purchased shares (in Shares)					8,178,543		8,178,543
Sponsor forfeited shares (in Shares)				1,437,500
Founder shares outstanding (in Shares)				4,312,500
Shares subject to forfeiture (in Shares)				562,500
Founder shares, description							The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 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.
Founder shares (in Shares)							100,000
Aggregate founder shares (in Shares)							900,000
Offering costs							$ 4,464,000
Transaction costs							170,341
Additional paid in capital					$ 4,296,659		4,296,659
Accumulated deficit					170,341		170,341
Office space utilities	$ 15,000
Services fees					30,000		30,000
Aggregate principal amount								$ 250,000
Promissory note, outstanding						$ 132,802	0
Working capital loans					$ 1,500,000		$ 1,500,000
Convertible units (in Dollars per share)					$ 10		$ 10
Working capital loan description							As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding.
Investors [Member]
Related Party Transactions (Details) [Line Items]
Fair value of the founder shares							$ 4,464,000
Price per share (in Dollars per share)					$ 4.96		$ 4.96
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Initial public offering, description							the aggregate 15,761,850 Units sold in the Initial Public Offering, 13,365,000 Units were purchased by certain funds and accounts that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management team (the “Anchor Investors”).
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Additional shares purchased (in Shares)			761,850
Additional Units			$ 10
Aggregate shares forfeited (in Shares)			372,038
Founder shares are no longer subject to forfeiture (in Shares)			190,462
Aggregate of founder shares outstanding (in Shares)			3,940,462
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stockholders purchased shares (in Shares)		5,750,000
Aggregate price		$ 25,000
Shares subject to forfeiture (in Shares)							562,500

Commitments (Details)

Commitments (Details) - USD ($)	Aug. 12, 2021	Aug. 25, 2021	Sep. 30, 2021
Commitments (Details) [Line Items]
Net proceeds equity financing			$ 400,000,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional purchase of units	2,250,000
Additional units purchased		761,850
Cash underwriting discount price per unit			$ 0.35
Deferred fee			$ 5,516,648

Stockholder's Equity (Details)

Stockholder's Equity (Details) - $ / shares	1 Months Ended		9 Months Ended
	Aug. 25, 2021	Jul. 23, 2021	Sep. 30, 2021	Dec. 31, 2020
Stockholder's Equity (Details) [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock par value (in Dollars per share)			$ 0.0001	$ 0.0001
Shares subject to forfeiture		562,500
Founder shares forfeited	372,038
Founder shares subject to forfeited	190,462
Founder shares outstanding	3,940,462
Class A Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			595,237
Common stock subject to possible redemption			15,761,850
Common stock, shares outstanding			595,237
Class B Common Stock [Member]
Stockholder's Equity (Details) [Line Items]
Common stock, shares authorized			10,000,000	10,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			3,940,462	4,312,500
Common stock, shares outstanding			3,940,462	4,312,500
Shares subject to forfeiture			562,500
Issued and outstanding common stock percentage			20.00%
Converted basis percentage			20.00%

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Warrants (Details) [Line Items]
Private warrants outstanding (in Shares) | shares	7,880,925
Warrant price per share	$ 10
Exceeds per share	10
Warrant price per share	$ 0.1
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Warrant [Member]
Warrants (Details) [Line Items]
Warrant price per share	$ 0.01
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Common stock price per share	18
Exceeds per share	$ 18
Redemption of warrants (in Shares) | shares	10
Common stock dividends per share (in Shares) | shares	18
Private Warrants [Member]
Warrants (Details) [Line Items]
Private warrants outstanding (in Shares) | shares	297,618

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($)	Sep. 30, 2021	Aug. 17, 2021
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items]
Cash held in Trust Account		$ 150,000,000
Marketable securities held in Trust Account	157,630,056
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items]
Warrant liability- Public Warrants	5,209,291	5,722,500
Warrant liability- Private Warrants	$ 197,827	$ 222,631

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	1 Months Ended	9 Months Ended
	Aug. 17, 2021	Sep. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)		$ 9.83
Exercise price (in Dollars per share)		$ 11.5
Expected term (in years)		5 years
Volatility		10.00%
Risk-free rate		1.14%
Dividend yield		0.00%
Initial Measurement [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 9.77
Exercise price (in Dollars per share)	$ 11.5
Expected term (in years)	6 years
Volatility	20.00%
Risk-free rate	0.90%
Dividend yield	0.00%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($)	1 Months Ended	2 Months Ended
	Sep. 30, 2021	Aug. 17, 2020
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value Beginning balance
Initial measurement on August 17, 2021		222,631
Fair value Ending balance	$ 197,827	222,631
Change in valuation inputs or other assumptions	(24,804)
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value Beginning balance
Initial measurement on August 17, 2021		5,722,500
Fair value Ending balance	5,209,291	5,722,500
Change in valuation inputs or other assumptions	(513,209)
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value Beginning balance
Initial measurement on August 17, 2021		5,945,131
Fair value Ending balance	5,407,118	$ 5,945,131
Change in valuation inputs or other assumptions	$ (538,013)