Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | OCA ACQUISITION CORP. | |
Trading Symbol | OCAX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001820175 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39901 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2218652 | |
Entity Address, Address Line One | 1345 Avenue of the Americas | |
Entity Address, Address Line Two | 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | (212) | |
Local Phone Number | 201-8533 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Entity Interactive Data Current | Yes | |
Class A common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,950,000 | |
Class B common stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,737,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 705,772 | $ 34 |
Prepaid expenses | 90,043 | |
Total current assets | 795,815 | 34 |
Long term prepaid expenses | 86,950 | |
Deferred offering costs | 175,378 | |
Investments held in trust account | 151,769,972 | |
Total Assets | 152,652,737 | 175,412 |
Liabilities and Stockholders’ Equity | ||
Accrued offering costs and expenses | 124,130 | 10,233 |
Due to related party | 101,996 | |
Promissory note – related party | 141,451 | |
Total current liabilities | 226,126 | 151,684 |
Deferred underwriting fee | 5,232,500 | |
Warrant liability | 10,098,000 | |
Total liabilities | 15,556,626 | 151,684 |
Commitments | ||
Class A common stock subject to possible redemption, 13,014,395 and no shares at redemption value of $10.15 at June 30, 2021 and December 31, 2020, respectively | 132,096,110 | |
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,935,605 and 0 shares issued and outstanding (excluding 13,014,395 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 194 | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 374 | 374 |
Additional paid-in capital | 1,625,875 | 24,626 |
Retained earnings (accumulated deficit) | 3,373,558 | (1,272) |
Total stockholders’ equity | 5,000,001 | 23,728 |
Total Liabilities and Stockholders’ Equity | $ 152,652,737 | $ 175,412 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 13,014,395 | 13,014,395 |
Common stock subject to possible redemption (in Dollars per share) | $ 10.15 | $ 10.15 |
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 | ||
Common stock, shares issued | 0 | |
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 | 1,935,605 | 0 |
Common stock, shares outstanding | 1,935,605 | 0 |
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 | 3,737,500 | 3,737,500 |
Common stock, shares outstanding | 3,737,500 | 3,737,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Formation and operating costs | $ 350,694 | $ 648,855 |
Loss from operations | (350,694) | (648,855) |
Other income (expense): | ||
Interest earned on marketable investments held in Trust Account | 9,137 | 27,472 |
Offering costs allocated to warrants | (438,287) | |
Change in fair value of warrant liability | 750,875 | 4,434,500 |
Total other income | 760,012 | 4,023,685 |
Net income | $ 409,318 | $ 3,374,830 |
Class A common stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 14,950,000 | 14,950,000 |
Basic and diluted net income per share (in Dollars per share) | ||
Class B common stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 3,737,500 | 3,737,500 |
Basic and diluted net income per share (in Dollars per share) | $ 0.11 | $ 0.90 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2020 | $ 374 | $ 24,626 | $ (1,272) | $ 23,728 | |
Balance (in Shares) at Dec. 31, 2020 | 3,737,500 | ||||
Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability | $ 1,495 | 133,696,058 | 133,697,553 | ||
Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability (in Shares) | 14,950,000 | ||||
Net income | 2,965,512 | 2,965,512 | |||
Class A Common stock subject to possible redemption | $ (1,297) | (131,685,493) | (131,686,790) | ||
Class A Common stock subject to possible redemption (in Shares) | (12,974,068) | ||||
Balance at Mar. 31, 2021 | $ 198 | $ 374 | 2,035,191 | 2,964,240 | 5,000,003 |
Balance (in Shares) at Mar. 31, 2021 | 1,975,932 | 3,737,500 | |||
Net income | 409,318 | 409,318 | |||
Change in Class A Common stock subject to possible redemption | $ (4) | (409,316) | (409,320) | ||
Change in Class A Common stock subject to possible redemption (in Shares) | (40,327) | ||||
Balance at Jun. 30, 2021 | $ 194 | $ 374 | $ 1,625,875 | $ 3,373,558 | $ 5,000,001 |
Balance (in Shares) at Jun. 30, 2021 | 1,935,605 | 3,737,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Net of offering costs related to Class A common stock and initial fair value of Public Warrants liability | 14,950,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 3,374,830 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (27,472) |
Offering costs allocated to warrants | 438,287 |
Change in fair value of warrant liability | (4,434,500) |
Changes in operating assets and liabilities: | |
Prepaid expense | (90,043) |
Long term prepaid expenses | (86,950) |
Accrued expenses | 53,682 |
Due to related party | 101,996 |
Net cash used in operating activities | (670,170) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (151,742,500) |
Net cash used in investing activities | (151,742,500) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discount | 146,510,000 |
Proceeds from issuance of Private Placement Warrants | 7,057,500 |
Proceeds from promissory note – related party | 10,800 |
Repayment of promissory note – related party | (152,251) |
Payment of offering costs | (307,641) |
Net cash provided by financing activities | 153,118,408 |
Net change in cash | 705,738 |
Cash, beginning of period | 34 |
Cash, end of the period | 705,772 |
Supplemental disclosure of cash flow information: | |
Change in value of Class A common stock subject to possible redemption | 409,230 |
Value of Class A common stock subject to possible redemption | 131,686,790 |
Initial classification of warrant liability | 15,026,525 |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ 5,232,500 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations OCA Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 28, 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 (“Business Combination” ) As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and 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 generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 14, 2021 (the “Effective Date”). On January 20, 2021, the Company Simultaneously with the closing of the IPO, the Company consummated the sale of 7,057,500 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, pursuant to a warrant purchase agreement with OCA Acquisition Holdings LLC (the “Sponsor”), generating gross proceeds of $7,057,500, which is discussed in Note 5 (the “Private Placement”). Transaction costs of the IPO amounted to $8,765,734 consisting of $2,990,000 of underwriting fee, $5,232,500 of deferred underwriting fee, and $543,234 of other offering costs. Following the closing of the IPO on January 20, 2021, $151,742,500 ($10.15 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. 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 the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will have 18 months from January 20, 2021, (or up to 24 months if the Company extends the period of time) the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus, the Form 8-K, and the Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2021, filed by the Company with the SEC on January 19, 2021, January 26, 2021 and May 18, 2021, respectively. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. , the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Marketable Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the six months ended June 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. 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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Warrant Liabilities The Company evaluated the Warrants (Note 3, Note 4, and Note 8) in accordance with ASC 815-40, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin “SAB” Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the IPO . 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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 13,014,395 and 0 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively . Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the six months ended June 30, 2021. Net Income Per Common Share Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the Warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A common stock in the calculation of diluted income per share, since . Reconciliation of Net Income per Common Share The Company’s condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share Three Months Ended Six Months Ended Net Income per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 9,137 $ 27,472 Less: Interest income available to the Company for taxes (9,137 ) (27,472 ) Adjusted net income $ — $ — Weighted average shares outstanding of Class A common stock 14,950,000 14,950,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Net Income per share for Class B common stock: Net income $ 409,318 $ 3,374,830 Less: Income attributable to Class A common stock — — Adjusted net income $ 409,318 $ 3,374,830 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net income per share, Class B common stock $ 0.11 $ 0.90 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021. the impact financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Units On January 20, 2021, the Company sold 14,950,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 Units. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit . Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased Each Private Placement Warrant was identical to the Public Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares During August 2020, the Company issued 5,031,250 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.005 per share, in connection with formation. On December 21, 2020, the Sponsor surrendered an aggregate of 1,293,750 shares of Class B common stock for no consideration, which were cancelled, resulting in an aggregate of 3,737,500 shares of Class B common stock outstanding including up to 487,500 shares which were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part. As a result of the underwriters’ election to fully exercise of their over-allotment option on January 20, 2021, the 487,500 shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its shareholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On July 28, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of June 30, 2021 or the completion of the IPO. At December 31, 2020, the Company had drawn down $141,451 under the promissory note. During the period from January 1, 2021 to January 18, 2021, the Company had additional borrowings of $10,800 under the promissory note. On January 20, 2021, the Company paid the full $152,251 balance on the note from the proceeds of the IPO, and the note is no longer available to be drawn upon. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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 working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $1.50 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Private Placement Warrants . As of June 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans Related Party Extension Loans The Company will have up to 18 months from the closing of the IPO to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional six months (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. The Company’s shareholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate its initial Business Combination to be extended, the Company’s Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $747,500 ($0.05 per Unit) on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest-bearing loan. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law, and then seek to dissolve and liquidate. Administrative Service Fee The Company agreed to pay an affiliate of the Company’s Sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the six months ended June 30, 2021, the Company has recorded $90,000 of administrative service fees. The balance in due to related party of $101,996 represents the amounts accrued for the administrative support services provided by Sponsor of $15,110 and reimbursable expenses owed to the Sponsor of $86,886. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,950,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 20, 2021, the underwriter fully exercised its over-allotment option The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,769,972 $ 151,769,972 $ — $ — $ 151,769,972 $ 151,769,972 $ — $ — Liabilities: Public Warrants Liability $ 5,157,750 $ 5,157,750 $ — $ — Private Placement Warrants Liability 4,940,250 — — 4,940,250 $ 10,098,000 $ 5,157,750 $ — $ 4,940,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants on January 20, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and as of June 30, 2021 by using the associated trading price of the Public Warrants. The Company established the initial fair value of the Private Placement Warrants on January 20, 2021 and on June 30, 2021 by using a modified Black Scholes calculation. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Public Warrants were subsequently transferred out of Level 3 and classified as Level 1 as the subsequent valuation was based upon the trading price of the Public Warrants. The key inputs into the Modified Black Scholes calculation as of June 30, 2021 were as follows: June 30, 2021 Inputs Risk-free interest rate 0.93 % Expected term (years) 5.38 Expected volatility 11.9 % Exercise price $ 11.50 Stock price $ 9.91 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus, the Form 8-K, and the Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2021, filed by the Company with the SEC on January 19, 2021, January 26, 2021 and May 18, 2021, respectively. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates. 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. , the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. |
Marketable Investments Held in Trust Account | Marketable Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the six months ended June 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. |
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 coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Warrants (Note 3, Note 4, and Note 8) in accordance with ASC 815-40, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin “SAB” Topic 5A – “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the IPO . |
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.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 13,014,395 and 0 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively . |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the six months ended June 30, 2021. |
Net Income Per Common Share | Net Income Per Common Share Net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. The Company has not considered the effect of the Warrants sold in the IPO and the Private Placement to purchase an aggregate of 14,532,500 of the Company’s Class A common stock in the calculation of diluted income per share, since . |
Reconciliation of Net Income per Common Share | Reconciliation of Net Income per Common Share The Company’s condensed statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share Three Months Ended Six Months Ended Net Income per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 9,137 $ 27,472 Less: Interest income available to the Company for taxes (9,137 ) (27,472 ) Adjusted net income $ — $ — Weighted average shares outstanding of Class A common stock 14,950,000 14,950,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Net Income per share for Class B common stock: Net income $ 409,318 $ 3,374,830 Less: Income attributable to Class A common stock — — Adjusted net income $ 409,318 $ 3,374,830 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net income per share, Class B common stock $ 0.11 $ 0.90 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021. the impact financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share of class A common stock and class B common stock | Three Months Ended Six Months Ended Net Income per share for Class A common stock: Interest income earned on securities held in the Trust Account $ 9,137 $ 27,472 Less: Interest income available to the Company for taxes (9,137 ) (27,472 ) Adjusted net income $ — $ — Weighted average shares outstanding of Class A common stock 14,950,000 14,950,000 Basic and diluted net income per share, Class A common stock $ 0.00 $ 0.00 Net Income per share for Class B common stock: Net income $ 409,318 $ 3,374,830 Less: Income attributable to Class A common stock — — Adjusted net income $ 409,318 $ 3,374,830 Weighted average shares outstanding of Class B common stock 3,737,500 3,737,500 Basic and diluted net income per share, Class B common stock $ 0.11 $ 0.90 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,769,972 $ 151,769,972 $ — $ — $ 151,769,972 $ 151,769,972 $ — $ — Liabilities: Public Warrants Liability $ 5,157,750 $ 5,157,750 $ — $ — Private Placement Warrants Liability 4,940,250 — — 4,940,250 $ 10,098,000 $ 5,157,750 $ — $ 4,940,250 |
Schedule of inputs into the monte carlo simulation | June 30, 2021 Inputs Risk-free interest rate 0.93 % Expected term (years) 5.38 Expected volatility 11.9 % Exercise price $ 11.50 Stock price $ 9.91 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 20, 2021 | Jun. 30, 2021 | |
Organization and Business Operations (Details) [Line Items] | ||
Redeemable warrant, description | Each Unit consists of one share of common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. | |
Proceeds from warrant exercises | $ 7,057,500 | |
Transaction costs | 8,765,734 | |
Underwriting fees | 2,990,000 | |
Deferred underwriting fees | 5,232,500 | |
Other offering costs | 543,234 | |
Dissolution expenses | $ 100,000 | |
Business combination price per share (in Dollars per share) | $ 10.15 | |
Outstanding public shares, percentage | 100.00% | |
Sponsor description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Initial Public Offering [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 14,950,000 | |
Share price (in Dollars per share) | $ 10 | |
Net offering proceeds | $ 151,742,500 | |
Initial public offering, per share (in Dollars per share) | $ 10.15 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Consummated the proposed public offering (in Shares) | 1,950,000 | |
Private Placement [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds of initial public offering | $ 149,500,000 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 1 | |
Generating gross proceeds | $ 7,057,500 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Aggregate value paid by underwriter | $ 14,532,500 | |
Class A common stock [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption | 0 | 13,014,395 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share of class A common stock and class B common stock - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Class A common stock [Member] | ||
Net Income per share for Class A common stock: | ||
Interest income earned on securities held in the Trust Account | $ 9,137 | $ 27,472 |
Less: Interest income available to the Company for taxes | (9,137) | (27,472) |
Adjusted net income | ||
Weighted average shares outstanding (in Shares) | 14,950,000 | 14,950,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 |
Class B common stock [Member] | ||
Net Income per share for Class A common stock: | ||
Net income | $ 409,318 | $ 3,374,830 |
Less: Income attributable to Class A common stock | ||
Adjusted net income | $ 409,318 | $ 3,374,830 |
Weighted average shares outstanding (in Shares) | 3,737,500 | 3,737,500 |
Basic and diluted net income per share (in Dollars per share) | $ 0.11 | $ 0.90 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Jan. 20, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Number of units | 14,950,000 | ||
Warrant, description | Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). | ||
Weighted average trading price,description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||
Warrants for redemption, description | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units | 14,950,000 | ||
Price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Shares issued | 1,950,000 | ||
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per share | $ 11.50 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ 14,532,500 |
Private placement warrants, description | (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, and (iii) may be exercised by the holders on a cashless basis. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time) from the closing of this offering. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Obligation to redeem public shares, percentage | 100.00% |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase of warrants | shares | 7,057,500 |
Price per warrant | $ / shares | $ 1 |
Aggregate purchase price | $ 7,057,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 21, 2020 | Aug. 31, 2020 | Jan. 20, 2021 | Jan. 18, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 28, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 1.50 | ||||||
Subject to forfeiture (in Shares) | 487,500 | 487,500 | |||||
Business combination, description | The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its shareholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||
Drawdown value under the promissory note. | $ 141,451 | ||||||
Additional Borrowings On Promissory Note | $ 10,800 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Deposited in trust account | $ 747,500 | ||||||
Price per unit (in Dollars per share) | $ 0.05 | ||||||
Share redeem percentage | 100.00% | ||||||
Expenses | $ 100,000 | ||||||
Office space | 15,000 | ||||||
Payments to administrative service fees | 90,000 | ||||||
Due to related party | 101,996 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase price of shares issued | $ 25,000 | ||||||
Price per share (in Dollars per share) | $ 0.005 | ||||||
Expenses | 86,886 | ||||||
Accrued administrative support services | $ 15,110 | ||||||
Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Issuance of common stock (in Shares) | 5,031,250 | ||||||
IPO [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Promissory note expenses | $ 300,000 | ||||||
Proceeds From Promissory Note | $ 152,251 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares surrendered (in Shares) | 1,293,750 | ||||||
Aggregate common stock outstanding (in Shares) | 3,737,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 20, 2021 | Jun. 30, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Additional units to underwriters (in Shares) | 1,950,000 | |
Aggregate value paid by underwriter | $ 14,532,500 | |
Deferred underwriting discount percentage | 3.50% | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriter price per unit (in Dollars per share) | $ 0.20 | |
Aggregate value paid by underwriter | $ 2,990,000 | |
Aggregate gross proceeds | $ 5,232,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 14,950,000 | |
Common stock, shares issued | 0 | |
Business combination, description | The Company’s initial stockholders have agreed not to transfer, assign or sell its founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial 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 its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares | |
Warrants, description | 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 this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 14,950,000 | |
Common stock, shares outstanding | 13,014,395 | |
Common stock, shares outstanding | 1,935,605 | 0 |
Common stock, shares issued | 1,935,605 | 0 |
Class B Common Stock [Member] | ||
Stockholders' 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 outstanding | 3,737,500 | 3,737,500 |
Common stock, shares issued | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market held in Trust Account | $ 151,769,972 | |
Total | 151,769,972 | |
Public Warrants Liability | 5,157,750 | |
Private Placement Warrants Liability | 4,940,250 | |
Total | 10,098,000 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market held in Trust Account | 151,769,972 | |
Total | 151,769,972 | |
Public Warrants Liability | 5,157,750 | |
Private Placement Warrants Liability | ||
Total | 5,157,750 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market held in Trust Account | ||
Total | ||
Public Warrants Liability | ||
Private Placement Warrants Liability | ||
Total | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market held in Trust Account | ||
Total | ||
Public Warrants Liability | ||
Private Placement Warrants Liability | 4,940,250 | |
Total | $ 4,940,250 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of inputs into the monte carlo simulation | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Inputs | |
Risk-free interest rate | 0.93% |
Expected term (years) | 5 years 4 months 17 days |
Expected volatility | 11.90% |
Exercise price | $ 11.50 |
Stock price | $ 9.91 |