OCA Acquisition (OCAX) 10-Q/A 16 Feb 22 2021 Q3 Quarterly report (amended) 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	OCA ACQUISITION CORP.
Trading Symbol	OCAX
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	OCA Acquisition Corp. (the “Company,” “OCAX” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Quarterly Report”).Background of RestatementAll of the shares held by the Company’s public stockholders (the “Public Shares”) contain a redemption feature which provides each holder of such shares with the opportunity to have their shares redeemed, and management has no control over which Public Shares will be redeemed. ASC 480-10-S99-3A provides that redemption provisions not solely within the control of the issuer require shares subject to redemption to be classified outside of permanent equity. Furthermore, ASC 480-10-25-6(b) provides guidance stating that in determining if an instrument is mandatorily redeemable, a provision that defers redemption until a specified liquidity level is reached would not affect classification of the instrument. As such, management has identified errors made in the historical financial statements where, at the closing of the Company’s initial public offering (the “IPO”), the Company 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 Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A commons stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity as of the IPO date and all subsequent reporting periods. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (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 ordinary shares share pro rata in the income (loss) of the Company.As a result, the Company’s management, together with the audit committee of the Company, WithumSmith+Brown, PC, our independent registered public accounting firm (“Withum”), determined that the Company’s financial statements and other financial data as of and for the three months ended March 31, 2021 and six months ended June 30, 2021 (the “Affected Periods”) should be restated in this Quarterly Report as a result of this error. The three months ended March 31, 2021 and June 30, 2021 will be restated in Note 2 of this Quarterly Report.These restatements result in a change in 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. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.The financial information that has been previously filed or otherwise reported for this period is superseded by the information in this Quarterly Report, and the financial statements and related financial information contained in the Original Quarterly Report should no longer be relied upon. On December 14, 2021, the Company filed a Current Report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report.Internal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, and the filing of the Original Report, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Quarterly Report.
Entity Central Index Key	0001820175
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	001-39901
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
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		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 ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 308,632	$ 34
Prepaid expenses	101,610
Total current assets	410,242	34
Long term prepaid expenses	25,489
Deferred offering costs		175,378
Investments held in trust account	151,771,925
Total Assets	152,207,656	175,412
Current liabilities:
Accrued offering costs and expenses	189,107	10,233
Due to related party	86,886
Promissory note – related party		141,451
Total current liabilities	275,993	151,684
Deferred underwriting fee	5,232,500
Warrant liability	7,776,975
Total liabilities	13,285,468	151,684
Commitments
Class A common stock subject to possible redemption, 14,950,000 and no shares issued and outstanding at redemption value of $10.15 at September 30, 2021 and December 31, 2020, respectively	151,742,500
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020, respectively
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding (excluding 14,950,000 and no shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	374	374
Additional paid-in capital		24,626
Accumulated deficit	(12,820,686)	(1,272)
Total stockholders’ equity (deficit)	(12,820,312)	23,728
Total Liabilities, Redeemable Common Stock and Stockholders’ Equity (Deficit)	$ 152,207,656	$ 175,412

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption	14,950,000	14,950,000
Common stock subject to possible redemption shares issued
Common stock subject to possible redemption shares outstanding
Common stock subject to possible redemption value (in Dollars per share)	$ 10.15	$ 10.15
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
Common stock, shares outstanding
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 ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 724	$ 496,901	$ 1,145,756
Loss from operations	(724)	(496,901)	(1,145,756)
Other income (expense):
Interest earned on investments held in Trust Account		1,953	29,425
Offering costs allocated to warrants			(438,287)
Change in fair value of warrant liability		2,321,025	6,755,525
Total other income		2,322,978	6,346,663
Net income	$ (724)	$ 1,826,077	$ 5,200,907
Class A Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)		14,950,000	13,854,742
Basic and diluted net income per share (in Dollars per share)		$ 0.1	$ 0.3
Class B Common Stock
Other income (expense):
Weighted average shares outstanding (in Shares)	3,250,000	3,737,500	3,737,500
Basic and diluted net income per share (in Dollars per share)	$ 0	$ 0.1	$ 0.3

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Class BCommon Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at Jul. 27, 2020
Balance (in Shares) at Jul. 27, 2020
Class B common stock issued to Sponsor	$ 374	24,626		25,000
Class B common stock issued to Sponsor (in Shares)	3,737,500
Net income (loss)			(724)	(724)
Balance at Sep. 30, 2020	$ 374	24,626	(724)	24,276
Balance (in Shares) at Sep. 30, 2020	3,737,500
Balance at Dec. 31, 2020	$ 374	24,626	(1,272)	23,728
Balance (in Shares) at Dec. 31, 2020	3,737,500
Net income (loss)			2,965,512	2,965,512
Accretion of Class A common stock subject to redemption		(24,626)	(15,777,821)	(15,802,447)
Overfunding of trust account for redemption of Class A common stock			(2,242,500)	(2,242,500)
Balance at Mar. 31, 2021	$ 374		(15,056,081)	(15,055,707)
Balance (in Shares) at Mar. 31, 2021	3,737,500
Net income (loss)			409,318	409,318
Balance at Jun. 30, 2021	$ 374		(14,646,763)	(14,646,389)
Balance (in Shares) at Jun. 30, 2021	3,737,500
Net income (loss)			1,826,077	1,826,077
Balance at Sep. 30, 2021	$ 374		$ (12,820,686)	$ (12,820,312)
Balance (in Shares) at Sep. 30, 2021	3,737,500

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited) - USD ($)	2 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities:
Net income	$ (724)	$ 5,200,907
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(29,425)
Offering costs allocated to warrants		438,287
Change in fair value of warrant liability		(6,755,525)
Changes in operating assets and liabilities:
Prepaid expense		(101,610)
Long term prepaid expenses		(25,489)
Accrued expenses		118,659
Due to related party		86,886
Net cash used in operating activities	(724)	(1,067,310)
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 issuance of founder shares	25,000
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	114,361	10,800
Repayment of promissory note – related party		(152,251)
Payment of offering costs	(138,637)	(307,641)
Net cash provided by financing activities	724	153,118,408
Net change in cash		308,598
Cash, beginning of period		34
Cash, end of the period		308,632
Supplemental disclosure of cash flow information:
Initial value of Class A common stock subject to possible redemption		$ 151,742,500

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 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 September 30, 2021, the Company had not commenced any operations. All activity through September 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 consummated the IPO of 14,950,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,950,000 Units, at $10.00 per Unit, generating gross proceeds of $149,500,000, which is discussed in Note 3. 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. 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. Liquidity and Going Concern Consideration As of September 30, 2021, the Company had $308,632 in cash and working capital of approximately $134,249, which would be reduced by expenses incurred working on a Business Combination after the balance sheet date. Until the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Revision of Previously Issued Financial Statements [Abstract]
Restatement of Previously Issued Financial Statements	Note 2 — Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Upon review of its financial statements for the quarterly period ended September 30, 2021 included in the quarterly report on Form 10-Q filed with the SEC on November 15, 2021, the Company reevaluated the classification of a portion of the Class A common stock in permanent equity and determined that all Class A common stock issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the Class A common stock subject to possible redemption should be classified as temporary equity in its entirety. This resulted in an increase to temporary equity, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The accompanying statements of changes in stockholders’ equity and cash flows no longer present the change in redeemable shares to align with the presentation of all redeemable Class A common stock as temporary equity. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation shows both classes of common stock share pro rata in the income and losses of the Company. There has been no change to the Company’s total assets, liabilities, or operating results as a result of the restatement. Impact of the Restatement As As Reported Adjustment Restated Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption ($) $ 131,686,791 $ 20,055,709 $ 151,742,500 Stockholders’ equity (deficit) Class A common stock, $0.0001 par value 198 (198 ) - Class B common stock, $0.0001 par value 374 - 374 Additional paid-in capital 2,035,191 (2,035,191 ) - Accumulated Deficit (2,964,240 ) (18,020,320 ) (15,056,080 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (20,055,709 ) $ (15,055,706 ) Shares subject to possible redemption 12,974,068 1,975,932 14,950,000 Unaudited Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 (3,322,222 ) 11,627,778 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.19 $ 0.19 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.79 $ (0.60 ) $ 0.19 Unaudited Statement of Changes in Stockholders’ Equity as of March 31, 2021 Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability $ 133,697,553 $ (133,697,553 ) $ - Class A common stock subject to possible redemption (131,686,790 ) 131,686,790 - Accretion for Class A common stock to redemption amount - (15,802,447 ) (15,802,447 ) Overfunding of trust account for redemption of Class A common stock - (242,500 ) (242,500 ) Unaudited Statement of Cash Flows as of March 31, 2021 Initial value of Class A common stock subject to possible redemption $ 127,845,058 $ (127,845,058 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,841,733 $ (3,841,733 ) $ - Unaudited Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 132,096,110 $ 19,646,390 $ 151,742,500 Stockholders’ equity (deficit) Class A common stock, $0.0001 par value 194 (194 ) - Class B common stock, $0.0001 par value 374 - 374 Additional paid-in capital 1,625,875 (1,625,875 ) - Retained Earnings (Accumulated Deficit) 3,373,558 (18,020,321 ) (14,674,235 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (19,646,389 ) $ (14,646,388 ) Shares subject to possible redemption 13,014,395 1,935,605 14,950,000 As As Reported Adjustment Restated Unaudited Statement of Operations for the three months ended June 30, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 - 14,950,000 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.02 $ 0.02 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.11 $ (0.09 ) $ 0.02 Unaudited Statement of Operations for the six months ended June 30, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 (1,651,934 ) 13,298,066 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.20 $ 0.20 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.90 $ (0.70 ) $ 0.20 Unaudited Statement of Changes in Stockholders’ Equity as of June 30, 2021 Remeasurement in Class A common stock subject to possible redemption $ (409,320 ) $ 409,320 $ - Unaudited Statement of Cash Flows as of June 30, 2021 Initial value of Class A common stock subject to possible redemption $ 127,845,058 $ (127,845,058 ) $ - Change in value of Class A common stock subject to possible redemption $ 4,251,052 $ (4,251,052 ) $ -

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — 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 interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus, the Form 8-K, and the Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2021 and June 30, 2021, filed by the Company with the SEC on January 19, 2021, January 26, 2021, May 18, 2021 and August 16, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the nine months ended September 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 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 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, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Class A Common Stock Subject to Possible Redemption All of the 14,950,000 shares of Class A Common Stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, all 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. 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 September 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 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 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 nine months ended September 30, 2021. Net Income Per Common Stock The Company has two classes of common stock, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. 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 the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the period. Reconciliation of Net Income per Common Stock 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. Accordingly, basic and diluted income per common share of Class A common stock and Class B common stock is calculated as follows: Three Months Ended Nine months Ended Net Income per share for Class A common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class B common stock 365,215 (1,104,940 ) Adjusted net income (loss) $ 1,460,862 $ 4,095,967 Weighted average shares outstanding of Class A common stock 14,950,000 13,854,762 Basic and diluted net income per share, Class A common stock $ 0.10 $ 0.30 Net Income per share for Class B common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class A common stock 1,460,862 4,095,967 Adjusted net income (loss) $ 365,215 $ 1,104,940 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 $ 0.10 $ 0.30 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 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	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — 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	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,057,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,057,500, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. 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	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — 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 September 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 three months and nine months ended September 30, 2021, the Company has recorded $45,000 and $135,000 of administrative service fees, respectively. The balance in due to related party of $101,996 represents the amounts accrued for reimbursable expenses owed to the Sponsor of $86,886.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — 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 and was paid a cash underwriting discount of $0.20 per Unit, or $2,990,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $5,232,500 in the aggregate. The deferred fee 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, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — 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	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — 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 September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,771,925 $ 151,771,925 $ - $ - $ 151,771,925 $ 151,771,925 $ - $ - Liabilities: Public Warrants Liability $ 4,036,500 $ 4,036,500 $ - $ - Private Placement Warrants Liability 3,740,475 - - 3,740,475 $ 7,776,975 $ 4,036,500 $ - $ 3,740,475 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 September 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 September 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 Private Placement Warrants were classified as Level 3 due to the use of unobservable inputs. The following table presents the changes in the fair value of Level 3 warrant liabilities for the nine months ended September 30, 2021: Level 3 Fair Value as of December 31, 2020 $ - Initial measurement on January 20, 2021 15,026,525 Change in valuation as of June 30, 2021 (4,928,525 ) Transfer of Public Warrants to Level 1 (5,157,750 ) Fair Value as of June 30, 2021 4,940,250 Change in valuation as of September 30, 2021 (1,199,775 ) Fair Value as of September 30, 2021 $ 3,740,475 The key inputs into the Modified Black Scholes calculation as of September 30, 2021 were as follows: September 30, Inputs Risk-free interest rate 1.04 % Expected term (years) 5.34 Expected volatility 10.0 % Exercise price $ 11.50 Stock price $ 9.90

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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 other than below and the effects of the restatement discussed in Note 2. On December 14, 2021, the Company issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. If the Company completes a business combination, the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note 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 Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.00 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

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 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 interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus, the Form 8-K, and the Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2021 and June 30, 2021, filed by the Company with the SEC on January 19, 2021, January 26, 2021, May 18, 2021 and August 16, 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Marketable Investments Held in Trust Account	Marketable Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. During the nine months ended September 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 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 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, and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 14,950,000 shares of Class A Common Stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021 and December 31, 2020, all 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
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 September 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 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 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 nine months ended September 30, 2021.
Net Income Per Common Share	Net Income Per Common Stock The Company has two classes of common stock, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. 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 the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the period.
Reconciliation of Net Income per Common Stock	Reconciliation of Net Income per Common Stock 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. Accordingly, basic and diluted income per common share of Class A common stock and Class B common stock is calculated as follows: Three Months Ended Nine months Ended Net Income per share for Class A common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class B common stock 365,215 (1,104,940 ) Adjusted net income (loss) $ 1,460,862 $ 4,095,967 Weighted average shares outstanding of Class A common stock 14,950,000 13,854,762 Basic and diluted net income per share, Class A common stock $ 0.10 $ 0.30 Net Income per share for Class B common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class A common stock 1,460,862 4,095,967 Adjusted net income (loss) $ 365,215 $ 1,104,940 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 $ 0.10 $ 0.30
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 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.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision Of Previously Issued Financial Statements [Abstract]
Schedule of restatement of previously issued financial statements	As As Reported Adjustment Restated Unaudited Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption ($) $ 131,686,791 $ 20,055,709 $ 151,742,500 Stockholders’ equity (deficit) Class A common stock, $0.0001 par value 198 (198 ) - Class B common stock, $0.0001 par value 374 - 374 Additional paid-in capital 2,035,191 (2,035,191 ) - Accumulated Deficit (2,964,240 ) (18,020,320 ) (15,056,080 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (20,055,709 ) $ (15,055,706 ) Shares subject to possible redemption 12,974,068 1,975,932 14,950,000 Unaudited Statement of Operations for the three months ended March 31, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 (3,322,222 ) 11,627,778 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.19 $ 0.19 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.79 $ (0.60 ) $ 0.19 Unaudited Statement of Changes in Stockholders’ Equity as of March 31, 2021 Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability $ 133,697,553 $ (133,697,553 ) $ - Class A common stock subject to possible redemption (131,686,790 ) 131,686,790 - Accretion for Class A common stock to redemption amount - (15,802,447 ) (15,802,447 ) Overfunding of trust account for redemption of Class A common stock - (242,500 ) (242,500 ) Unaudited Statement of Cash Flows as of March 31, 2021 Initial value of Class A common stock subject to possible redemption $ 127,845,058 $ (127,845,058 ) $ - Change in value of Class A common stock subject to possible redemption $ 3,841,733 $ (3,841,733 ) $ - Unaudited Balance Sheet as of June 30, 2021 Common Stock subject to possible redemption $ 132,096,110 $ 19,646,390 $ 151,742,500 Stockholders’ equity (deficit) Class A common stock, $0.0001 par value 194 (194 ) - Class B common stock, $0.0001 par value 374 - 374 Additional paid-in capital 1,625,875 (1,625,875 ) - Retained Earnings (Accumulated Deficit) 3,373,558 (18,020,321 ) (14,674,235 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (19,646,389 ) $ (14,646,388 ) Shares subject to possible redemption 13,014,395 1,935,605 14,950,000 As As Reported Adjustment Restated Unaudited Statement of Operations for the three months ended June 30, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 - 14,950,000 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.02 $ 0.02 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.11 $ (0.09 ) $ 0.02 Unaudited Statement of Operations for the six months ended June 30, 2021 Weighted average shares outstanding, Redeemable Class A common stock 14,950,000 (1,651,934 ) 13,298,066 Basic and diluted net income per share, Redeemable Class A common stock $ - $ 0.20 $ 0.20 Weighted average shares outstanding, Non-redeemable Class A and Class B common stock 3,737,500 - 3,737,500 Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock $ 0.90 $ (0.70 ) $ 0.20 Unaudited Statement of Changes in Stockholders’ Equity as of June 30, 2021 Remeasurement in Class A common stock subject to possible redemption $ (409,320 ) $ 409,320 $ - Unaudited Statement of Cash Flows as of June 30, 2021 Initial value of Class A common stock subject to possible redemption $ 127,845,058 $ (127,845,058 ) $ - Change in value of Class A common stock subject to possible redemption $ 4,251,052 $ (4,251,052 ) $ -

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 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 Nine months Ended Net Income per share for Class A common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class B common stock 365,215 (1,104,940 ) Adjusted net income (loss) $ 1,460,862 $ 4,095,967 Weighted average shares outstanding of Class A common stock 14,950,000 13,854,762 Basic and diluted net income per share, Class A common stock $ 0.10 $ 0.30 Net Income per share for Class B common stock: Net income (loss) $ 1,826,077 $ 5,200,907 Less: Allocation of income to Class A common stock 1,460,862 4,095,967 Adjusted net income (loss) $ 365,215 $ 1,104,940 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 $ 0.10 $ 0.30

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 151,771,925 $ 151,771,925 $ - $ - $ 151,771,925 $ 151,771,925 $ - $ - Liabilities: Public Warrants Liability $ 4,036,500 $ 4,036,500 $ - $ - Private Placement Warrants Liability 3,740,475 - - 3,740,475 $ 7,776,975 $ 4,036,500 $ - $ 3,740,475
Schedule of fair value measurement liabilities	Level 3 Fair Value as of December 31, 2020 $ - Initial measurement on January 20, 2021 15,026,525 Change in valuation as of June 30, 2021 (4,928,525 ) Transfer of Public Warrants to Level 1 (5,157,750 ) Fair Value as of June 30, 2021 4,940,250 Change in valuation as of September 30, 2021 (1,199,775 ) Fair Value as of September 30, 2021 $ 3,740,475
Schedule of inputs into the modified black schole	September 30, Inputs Risk-free interest rate 1.04 % Expected term (years) 5.34 Expected volatility 10.0 % Exercise price $ 11.50 Stock price $ 9.90

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 20, 2021	Sep. 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
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”).
Cash		$ 308,632
Working capital		$ 134,249
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
Series of Individually Immaterial Business Acquisitions [Member]
Organization and Business Operations (Details) [Line Items]
Business combination price per share (in Dollars per share)		$ 10.15

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Revision Of Previously Issued Financial Statements [Abstract]
Permanent equity value	$ 5,000,000
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued financial statements - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock subject to possible redemption	$ 132,096,110	$ 131,686,791	$ 132,096,110
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value	194	198	194
Class B common stock, $0.0001 par value	374	374	374
Additional paid-in capital	1,625,875	2,035,191	1,625,875
Retained Earnings (Accumulated Deficit)	3,373,558	(2,964,240)	3,373,558
Total stockholders’ equity (deficit)	5,000,001	5,000,003	5,000,001
Shares subject to possible redemption	$ 13,014,395	$ 12,974,068	$ 13,014,395
Unaudited Statement of Operations for the three months ended March 31, 2021
Weighted average shares outstanding, Redeemable Class A common stock (in Shares)	14,950,000	14,950,000	14,950,000
Basic and diluted net income per share, Redeemable Class A common stock (in Dollars per share)
Weighted average shares outstanding, Non-redeemable Class A and Class B common stock (in Shares)	3,737,500	3,737,500	3,737,500
Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock (in Dollars per share)	$ 0.11	$ 0.79	$ 0.9
Unaudited Statement of Changes in Stockholders’ Equity as of June 30, 2021
Remeasurement in Class A common stock subject to possible redemption			$ (409,320)
Unaudited Statement of Changes in Stockholders’ Equity as of March 31, 2021
Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability		$ 133,697,553
Class A common stock subject to possible redemption		(131,686,790)
Accretion for Class A common stock to redemption amount
Overfunding of trust account for redemption of Class A common stock
Unaudited Statement of Cash Flows as of March 31, 2021
Initial value of Class A common stock subject to possible redemption		127,845,058	127,845,058
Change in value of Class A common stock subject to possible redemption		3,841,733	4,251,052
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock subject to possible redemption	$ 19,646,390	20,055,709	19,646,390
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value	(194)	(198)	(194)
Class B common stock, $0.0001 par value
Additional paid-in capital	(1,625,875)	(2,035,191)	(1,625,875)
Retained Earnings (Accumulated Deficit)	(18,020,321)	(18,020,320)	(18,020,321)
Total stockholders’ equity (deficit)	(19,646,389)	(20,055,709)	(19,646,389)
Shares subject to possible redemption	$ 1,935,605	$ 1,975,932	$ 1,935,605
Unaudited Statement of Operations for the three months ended March 31, 2021
Weighted average shares outstanding, Redeemable Class A common stock (in Shares)		(3,322,222)	(1,651,934)
Basic and diluted net income per share, Redeemable Class A common stock (in Dollars per share)	$ 0.02	$ 0.19	$ 0.2
Weighted average shares outstanding, Non-redeemable Class A and Class B common stock (in Shares)
Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock (in Dollars per share)	$ (0.09)	$ (0.6)	$ (0.7)
Unaudited Statement of Changes in Stockholders’ Equity as of June 30, 2021
Remeasurement in Class A common stock subject to possible redemption			$ 409,320
Unaudited Statement of Changes in Stockholders’ Equity as of March 31, 2021
Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability		$ (133,697,553)
Class A common stock subject to possible redemption		131,686,790
Accretion for Class A common stock to redemption amount		(15,802,447)
Overfunding of trust account for redemption of Class A common stock		(242,500)
Unaudited Statement of Cash Flows as of March 31, 2021
Initial value of Class A common stock subject to possible redemption		(127,845,058)	(127,845,058)
Change in value of Class A common stock subject to possible redemption		(3,841,733)	(4,251,052)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Common Stock subject to possible redemption	$ 151,742,500	151,742,500	151,742,500
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value
Class B common stock, $0.0001 par value	374	374	374
Additional paid-in capital
Retained Earnings (Accumulated Deficit)	(14,674,235)	(15,056,080)	(14,674,235)
Total stockholders’ equity (deficit)	(14,646,388)	(15,055,706)	(14,646,388)
Shares subject to possible redemption	$ 14,950,000	$ 14,950,000	$ 14,950,000
Unaudited Statement of Operations for the three months ended March 31, 2021
Weighted average shares outstanding, Redeemable Class A common stock (in Shares)	14,950,000	11,627,778	13,298,066
Basic and diluted net income per share, Redeemable Class A common stock (in Dollars per share)	$ 0.02	$ 0.19	$ 0.2
Weighted average shares outstanding, Non-redeemable Class A and Class B common stock (in Shares)	3,737,500	3,737,500	3,737,500
Basic and diluted net income per shares, Non-redeemable Class A and Class B common stock (in Dollars per share)	$ 0.02	$ 0.19	$ 0.2
Unaudited Statement of Changes in Stockholders’ Equity as of June 30, 2021
Remeasurement in Class A common stock subject to possible redemption
Unaudited Statement of Changes in Stockholders’ Equity as of March 31, 2021
Sale of 14,950,000 Units, net of offering costs related to Class A common stock and initial fair value of Public Warrants liability
Class A common stock subject to possible redemption
Accretion for Class A common stock to redemption amount		(15,802,447)
Overfunding of trust account for redemption of Class A common stock		(242,500)
Unaudited Statement of Cash Flows as of March 31, 2021
Change in value of Class A common stock subject to possible redemption

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued financial statements (Parentheticals) - $ / shares	Jun. 30, 2021	Mar. 31, 2021
As Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Sale of units (in Shares)		14,950,000
As Reported [Member] | Class A Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
As Reported [Member] | Class B Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	0.0001
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Sale of units (in Shares)		14,950,000
Adjustment [Member] | Class A Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	0.0001	$ 0.0001
Adjustment [Member] | Class B Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	0.0001
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Sale of units (in Shares)		14,950,000
As Restated [Member] | Class A Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	0.0001	$ 0.0001
As Restated [Member] | Class B Common Stock [Member]
Condensed Financial Statements, Captions [Line Items]
Common stock, par value	$ 0.0001

Significant Accounting Polici_3

Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Class A common stock sold (in Shares) | shares	14,950,000
Class A Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate value paid by underwriter	$ 14,532,500

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	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A common stock [Member]
Net Income per share for Class A common stock:
Net income (loss)	$ 1,826,077	$ 5,200,907
Less: Allocation of income to Class B common stock	365,215	(1,104,940)
Adjusted net income (loss)	$ 1,460,862	$ 4,095,967
Weighted average shares outstanding (in Shares)	14,950,000	13,854,762
Basic and diluted net income per share (in Dollars per share)	$ 0.1	$ 0.3
Class B common stock [Member]
Net Income per share for Class A common stock:
Net income (loss)	$ 1,826,077	$ 5,200,907
Less: Allocation of income to Class A common stock	1,460,862	4,095,967
Adjusted net income (loss)	$ 365,215	$ 1,104,940
Weighted average shares outstanding (in Shares)	3,737,500	3,737,500
Basic and diluted net income per share (in Dollars per share)	$ 0.1	$ 0.3

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Jan. 20, 2021	Sep. 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		$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
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 ($)	1 Months Ended				3 Months Ended	9 Months Ended
	Jan. 20, 2021	Jan. 18, 2021	Dec. 21, 2020	Aug. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Jul. 28, 2020
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)					$ 1.5	$ 1.5
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	$ 1,500,000
Deposited in trust account					747,500	$ 747,500
Price per unit (in Dollars per share)						$ 0.05
Share redeem percentage						100.00%
Expenses owed						$ 100,000
Office space						15,000
Payments to administrative service fees					45,000	135,000
Due to related party					$ 101,996	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 owed						$ 86,886
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	9 Months Ended
	Jan. 20, 2021	Sep. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriter option		45 days
Additional units to underwriters (in Shares)		1,950,000
Deferred underwriting discount percentage		3.50%
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriter price per unit (in Dollars per share)	$ 0.2
Aggregate value paid by underwriter	$ 2,990,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate gross proceeds		$ 5,232,500

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	9 Months Ended
	Sep. 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
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	14,950,000
Common stock, shares outstanding	0	0
Common stock subject to possible redemption	14,950,000	14,950,000
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 issued	3,737,500	3,737,500
Common stock, shares outstanding	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 ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Assets:
U.S. Money Market held in Trust Account	$ 151,771,925
Total assets	151,771,925
Liabilities:
Public Warrants Liability	4,036,500
Private Placement Warrants Liability	3,740,475
Total liability	7,776,975
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
U.S. Money Market held in Trust Account	151,771,925
Total assets	151,771,925
Liabilities:
Public Warrants Liability	4,036,500
Private Placement Warrants Liability
Total liability	4,036,500
Significant Other Observable Inputs (Level 2) [Member]
Assets:
U.S. Money Market held in Trust Account
Total assets
Liabilities:
Public Warrants Liability
Private Placement Warrants Liability
Total liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
U.S. Money Market held in Trust Account
Total assets
Liabilities:
Public Warrants Liability
Private Placement Warrants Liability	3,740,475
Total liability	$ 3,740,475

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value measurement liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Fair Value Measurements (Details) - Schedule of fair value measurement liabilities [Line Items]
Fair Value	$ 4,940,250
Initial measurement on January 20, 2021		15,026,525
Change in valuation as of June 30, 2021	(1,199,775)	(4,928,525)
Transfer of Public Warrants to Level 1		(5,157,750)
Fair Value	$ 3,740,475	$ 4,940,250

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of inputs into the modified black schole - Modified Black Scholes [Member]	9 Months Ended
	Sep. 30, 2021$ / shares
Inputs
Risk-free interest rate	1.04%
Expected term (years)	5 years 4 months 2 days
Expected volatility	10.00%
Exercise price	$ 11.5
Stock price	$ 9.9

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member]	Dec. 14, 2021USD ($)$ / shares
Subsequent Events (Details) [Line Items]
Principal amount | $	$ 1,500,000
Price per warrant | $ / shares	$ 1