Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | STRATIM CLOUD ACQUISITION CORP. | |
Trading Symbol | SCAQ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001821812 | |
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 | 001-40191 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2547650 | |
Entity Address, Address Line One | 1605 Pine Cone Circle | |
Entity Address, City or Town | Incline Village | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89451 | |
City Area Code | (775) | |
Local Phone Number | 318-3629 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash | $ 1,021,767 | $ 25,000 | |
Prepaid expenses | 284,392 | ||
Total Current Assets | 1,306,159 | 25,000 | |
Deferred offering costs | 221,866 | ||
Marketable Securities held in Trust Account | 250,008,220 | ||
TOTAL ASSETS | 251,314,379 | 246,866 | |
Current liabilities | |||
Accrued expenses | 218,241 | 1,000 | |
Accrued offering costs | 397,954 | 173,241 | |
Promissory note – related party | 48,625 | ||
Total Current Liabilities | 616,195 | 222,866 | |
Warrant liabilities | 8,236,667 | ||
Deferred underwriting fee payable | 8,750,000 | ||
Total Liabilities | 17,602,862 | 222,866 | |
Commitments | |||
Class A common stock subject to possible redemption 25,000,000 and no shares at redemption value of $10.00 and $0.00 at September 30, 2021 and December 31, 2020, respectively | 250,000,000 | ||
Stockholders’ Equity | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Class A common stock, $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding (excluding 25,000,000 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; 6,250,000 and 7,187,500 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | [1] | 625 | 719 |
Additional paid-in capital | 24,281 | ||
Retained earnings / (Accumulated deficit) | (16,289,108) | (1,000) | |
Total Stockholders’ Equity | (16,288,483) | 24,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 251,314,379 | $ 246,866 | |
[1] | At December 31, 2020, included up to 937,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Redemption per shares value (in Dollars per share) | $ 10 | $ 0 |
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, shares subject to possible redemption | 25,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
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 | 6,250,000 | 7,187,500 |
Common stock, shares outstanding | 6,250,000 | 7,187,500 |
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 | |
Income Statement [Abstract] | |||
Operating and formation costs | $ 1,000 | $ 27,557 | $ 757,340 |
Loss from operations | (1,000) | (27,557) | (757,340) |
Other income: | |||
Change in fair value of warrant liability | 2,646,666 | 10,679,999 | |
Transaction costs associated with Initial Public Offering | (698,388) | ||
Interest earned on marketable securities held in Trust Account | 5,137 | 8,220 | |
Total other income, net | 2,651,803 | 9,989,831 | |
Income before income taxes | (1,000) | 2,624,246 | 9,232,491 |
(Provision) Benefit for income taxes | |||
Net income (loss) | $ (1,000) | $ 2,624,246 | $ 9,232,491 |
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares) | 25,000,000 | 18,131,868 | |
Basic and diluted net income per share, Class A common stock (in Dollars per share) | $ 0.08 | $ 0.37 | |
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | 6,250,000 | 6,250,000 | 6,507,555 |
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ 0.08 | $ 0.37 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Retained Earnings /(Accumulated Deficit) | Total |
Balance at Jul. 28, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 719 | 24,281 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 7,187,500 | ||||
Net Income (Loss) | (1,000) | (1,000) | |||
Balance at Sep. 30, 2020 | $ 719 | 24,281 | (1,000) | 24,000 | |
Balance (in Shares) at Sep. 30, 2020 | 7,187,500 | ||||
Balance at Dec. 31, 2020 | $ 719 | 24,281 | (1,000) | 24,000 | |
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | ||||
Accretion to shares subject to redemption | (24,375) | (25,520,599) | (25,544,974) | ||
Forfeiture of Founder Shares | $ (94) | 94 | |||
Forfeiture of Founder Shares (in Shares) | (937,500) | ||||
Net Income (Loss) | (1,317,902) | (1,317,902) | |||
Balance at Mar. 31, 2021 | $ 625 | (26,839,501) | (26,838,876) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,250,000 | ||||
Balance at Dec. 31, 2020 | $ 719 | 24,281 | (1,000) | 24,000 | |
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | ||||
Balance at Sep. 30, 2021 | $ 625 | (16,289,108) | (16,288,483) | ||
Balance (in Shares) at Sep. 30, 2021 | 6,250,000 | ||||
Balance at Mar. 31, 2021 | $ 625 | (26,839,501) | (26,838,876) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,250,000 | ||||
Net Income (Loss) | 7,926,147 | 7,926,147 | |||
Balance at Jun. 30, 2021 | $ 625 | (18,913,354) | (18,912,729) | ||
Balance (in Shares) at Jun. 30, 2021 | 6,250,000 | ||||
Net Income (Loss) | 2,624,246 | 2,624,246 | |||
Balance at Sep. 30, 2021 | $ 625 | $ (16,289,108) | $ (16,288,483) | ||
Balance (in Shares) at Sep. 30, 2021 | 6,250,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,000) | $ 9,232,491 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (8,220) | |
Change in fair value of warrant liabilities | (10,679,999) | |
Transaction costs allocable to warrant liabilities | 698,388 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (284,392) | |
Accrued expenses | 1,000 | 217,241 |
Net cash used in operating activities | (824,491) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (250,000,000) | |
Net cash used in investing activities | (250,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 245,000,000 |
Proceeds from sale of Units, net of underwriting discounts paid | ||
Proceeds from sale of Private Placement Warrants | 7,000,000 | |
Advances from related party | 292,312 | |
Repayment of advances from related party | (292,312) | |
Proceeds from promissory note – related party | 48,625 | 251,375 |
Repayment of promissory note – related party | (300,000) | |
Payment of offering costs | (48,625) | (130,117) |
Net cash provided by financing activities | 25,000 | 251,821,258 |
Net Change in Cash | 25,000 | 996,767 |
Cash – Beginning of period | 25,000 | |
Cash – End of period | 25,000 | 1,021,767 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 26,199 | 252,162 |
Initial classification of Class A common stock subject to possible redemption | 250,000,000 | |
Forfeiture of founder shares | (94) | |
Deferred underwriting fee payable | $ 8,750,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Stratim Cloud Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on July 29, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the Initial Public Offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per unit, generating gross proceeds of $250,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Stratim Cloud Acquisition LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $14,326,696, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $576,696 of other offering costs. At the closing of the Initial Public Offering on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and other holders of the Company’s shares of Class B common stock prior to the closing of the Initial Public Offering (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until March 16, 2023 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to waive their liquidation rights with respect to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, Management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption and as a result had an improper amount classified in temporary equity. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 and therefore classified an amount of redeemable Class A common stock within permanent equity. Management reassessed that the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, Management concluded that the redemption value should have included all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, Management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The impact of the revision on the Company’s financial statements is reflected in the following table. Balance Sheet as of March 16, 2021 (audited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 218,547,300 $ 31,452,700 $ 250,000,000 Class A common stock $ 315 $ (315 ) $ — Additional paid-in capital $ 5,931,692 $ (5,931,692 ) $ — Accumulated deficit $ (932,722 ) $ (25,520,693 ) $ (26,453,415 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (31,452,700 ) $ (26,452,696 ) Shares subject to possible redemption 21,854,730 3,145,270 25,000,000 Balance Sheet as of March 31, 2021 (unaudited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 218,161,120 $ 31,838,880 $ 250,000,000 Class A common stock $ 318 $ (318 ) $ — Additional paid-in capital $ 6,317,963 $ (6,317,963 ) $ — Accumulated deficit $ (1,318,902 ) $ (25,520,599 ) $ 26,839,501 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (31,838,880 ) $ (26,838,876 ) Shares subject to possible redemption 21,816,112 3,183,888 25,000,000 Balance Sheet as of June 30, 2021 (unaudited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 226,087,267 $ 31,452,700 $ 250,000,000 Class A common stock $ 239 $ (239 ) $ — Additional paid-in capital $ — $ — $ — Accumulated deficit $ 4,999,140 $ (23,912,494 ) $ (18,913,354 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (23,912,733 ) $ (18,912,729 ) Shares subject to possible redemption 22,608,532 2,391,468 25,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity As of September 30, 2021, the Company had $1,021,767 in its operating bank account, and working capital of $806,631. The Company’s liquidity needs prior to the Company’s Initial Public Offering and Private Placement had been satisfied through a capital contribution from the Sponsor in the amount of $25,000 (see Note 5) for the founder shares, and an unsecured promissory note from the Sponsor of $300,000 (see Note 6). The Company fully repaid the promissory note to the Sponsor on January 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the working capital for identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. One of the significant estimates used in the preparation of these condensed financial statements is the valuation of the Public and Private Placement Warrants. 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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 nine 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 Securities held in the Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in Money Market Funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. 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 is expensed, and offering costs associated with the Class A common stock are charged to the shareholders’ equity. Accordingly, as of September 30, 2021, offering costs in the aggregate of $14,326,696 have been charged to shareholders’ equity and $233,334 of offering costs associated with warrant and forward purchase unit issuance cost has been expensed on the Company’s statement of operations. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. Income Taxes The Company 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. As of September 30, 2021, the Company had a deferred tax asset of approximately $159,000, which had a full valuation allowance recorded against it of approximately $159,000. The Company’s deferred tax assets were deemed to be de minimis as of 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. 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’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, respectively, due to the valuation allowance recorded on the Company’s net operating losses and the permanent difference arising from the income recorded due to the change in fair value of the Company’s warrant liability. Net income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise price of the warrants is greater than the average market price for the period. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares and Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 1,912,730 $ 478,183 $ 6,622,377 $ 2,376,781 Denominator: Basic and diluted weighted average stock outstanding 25,000,000 6,250,000 18,131,868 6,507,555 Basic and diluted net income (loss) per common stock $ 0.08 $ 0.08 $ 0.37 $ 0.37 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,000,000. The Sponsor has agreed to purchase up to a total of 5,166,667 Private Placement Warrants, for an aggregate purchase price of $7,750,000, if the over-allotment option is exercised in full by the underwriter. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 14, 2020, the Initial Stockholders purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for an aggregate consideration of $25,000. The Founder Shares included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). The underwriters’ elected not to exercise their remaining over-allotment and, accordingly, 937,500 Founder Shares were forfeited resulting in 6,250,000 Founder Shares issued and outstanding as of September 30, 2021. The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement whereby, commencing on March 11, 2021, the Company will pay the Sponsor up to $10,000 per month for office space, utilities, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $65,000 in fees for these services, respectively, of which $30,000 of such amount is included in accrued expenses in the accompanying balance sheets. Advances from Related Party The Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. The outstanding balance under these advances of $292,312 was repaid at the closing of the Initial Public Offering on March 16, 2021. Promissory Note — Related Party On August 14, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on March 16, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders or an affiliate of the Initial Stockholders or certain of the Company’s directors and officers 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 proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be entered into on or prior to the closing of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters’ elected not to exercise their remaining over-allotment. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 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 Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in excess of the amount issued in the Initial Public Offering and related to the closing of a Business Combination, including pursuant to a specified future issuance, 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, including a specified future 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 aggregate number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of our officers or directors. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any 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 covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption ● if, and only if, last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable Securities held in Trust Account 1 $ 250,008,220 Liabilities: Warrant Liability – Public Warrants 1 $ 5,250,000 Warrant Liability – Private Placement Warrants 3 $ 2,986,667 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in 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 in the condensed statements of operations. Initial and Subsequent Measurement The Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date and September 30, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units will be classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements at September 30, 2021: September 30, 2021 March 16, 2021 (Initial Measurement) Exercise price $ 11.50 $ 11.50 Stock Price $ 9.77 $ 9.46 Risk-free interest rate 1.07 % 1.32 % Expected term (in years) 4.49 5.0 Expected volatility 13.02 % 31.20 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 16, 2021 7,233,334 11,916,666 19,150,000 Change in fair value 93,333 250,000 343,333 Fair value as of March 31, 2021 7,326,667 12,166,666 19,493,333 Change in fair value (3,360,000 ) — (3,360,000 ) Transfers out of level 3 into level 1 — (12,166,666 ) (12,166,666 ) Fair value as of June 30, 2021 3,966,667 — 3,966,667 Change in fair value (980,000 ) — (980,000 ) Fair value as of September 30, 2021 $ 2,986,667 — $ 2,986,667 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the second quarter of 2021, there were transfers out of Level 3 into Level 1 of $12,166,666 in the fair value hierarchy for the three and nine months ended September 30, 2021 for the Public Warrants. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Liquidity | Liquidity As of September 30, 2021, the Company had $1,021,767 in its operating bank account, and working capital of $806,631. The Company’s liquidity needs prior to the Company’s Initial Public Offering and Private Placement had been satisfied through a capital contribution from the Sponsor in the amount of $25,000 (see Note 5) for the founder shares, and an unsecured promissory note from the Sponsor of $300,000 (see Note 6). The Company fully repaid the promissory note to the Sponsor on January 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 6). Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the working capital for identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. One of the significant estimates used in the preparation of these condensed financial statements is the valuation of the Public and Private Placement Warrants. 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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 nine 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 Securities held in the Trust Account | Marketable Securities held in the Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in Money Market Funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC340-10-S99-1and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date. 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 is expensed, and offering costs associated with the Class A common stock are charged to the shareholders’ equity. Accordingly, as of September 30, 2021, offering costs in the aggregate of $14,326,696 have been charged to shareholders’ equity and $233,334 of offering costs associated with warrant and forward purchase unit issuance cost has been expensed on the Company’s statement of operations. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company 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. As of September 30, 2021, the Company had a deferred tax asset of approximately $159,000, which had a full valuation allowance recorded against it of approximately $159,000. The Company’s deferred tax assets were deemed to be de minimis as of 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. 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’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and nine months ended September 30, 2021, the Company recorded no income tax expense. The Company’s effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2021, respectively, due to the valuation allowance recorded on the Company’s net operating losses and the permanent difference arising from the income recorded due to the change in fair value of the Company’s warrant liability. |
Net income (Loss) per Common Share | Net income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 13,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise price of the warrants is greater than the average market price for the period. The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net income (loss) per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the period. Class A and Class B non-redeemable common stock includes the Founder Shares and Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 1,912,730 $ 478,183 $ 6,622,377 $ 2,376,781 Denominator: Basic and diluted weighted average stock outstanding 25,000,000 6,250,000 18,131,868 6,507,555 Basic and diluted net income (loss) per common stock $ 0.08 $ 0.08 $ 0.37 $ 0.37 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of impact of the revision on the company’s financial statements is reflected | Balance Sheet as of March 16, 2021 (audited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 218,547,300 $ 31,452,700 $ 250,000,000 Class A common stock $ 315 $ (315 ) $ — Additional paid-in capital $ 5,931,692 $ (5,931,692 ) $ — Accumulated deficit $ (932,722 ) $ (25,520,693 ) $ (26,453,415 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (31,452,700 ) $ (26,452,696 ) Shares subject to possible redemption 21,854,730 3,145,270 25,000,000 Balance Sheet as of March 31, 2021 (unaudited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 218,161,120 $ 31,838,880 $ 250,000,000 Class A common stock $ 318 $ (318 ) $ — Additional paid-in capital $ 6,317,963 $ (6,317,963 ) $ — Accumulated deficit $ (1,318,902 ) $ (25,520,599 ) $ 26,839,501 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (31,838,880 ) $ (26,838,876 ) Shares subject to possible redemption 21,816,112 3,183,888 25,000,000 Balance Sheet as of June 30, 2021 (unaudited) As Previously Adjustment As Restated Common stock subject to possible redemption $ 226,087,267 $ 31,452,700 $ 250,000,000 Class A common stock $ 239 $ (239 ) $ — Additional paid-in capital $ — $ — $ — Accumulated deficit $ 4,999,140 $ (23,912,494 ) $ (18,913,354 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (23,912,733 ) $ (18,912,729 ) Shares subject to possible redemption 22,608,532 2,391,468 25,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 1,912,730 $ 478,183 $ 6,622,377 $ 2,376,781 Denominator: Basic and diluted weighted average stock outstanding 25,000,000 6,250,000 18,131,868 6,507,555 Basic and diluted net income (loss) per common stock $ 0.08 $ 0.08 $ 0.37 $ 0.37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Description Level September 30, Assets: Marketable Securities held in Trust Account 1 $ 250,008,220 Liabilities: Warrant Liability – Public Warrants 1 $ 5,250,000 Warrant Liability – Private Placement Warrants 3 $ 2,986,667 |
Schedule of quantitative information regarding Level 3 fair value measurements | September 30, 2021 March 16, 2021 (Initial Measurement) Exercise price $ 11.50 $ 11.50 Stock Price $ 9.77 $ 9.46 Risk-free interest rate 1.07 % 1.32 % Expected term (in years) 4.49 5.0 Expected volatility 13.02 % 31.20 % |
Schedule of changes in the fair value of Level 3 warrant liabilities | Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 16, 2021 7,233,334 11,916,666 19,150,000 Change in fair value 93,333 250,000 343,333 Fair value as of March 31, 2021 7,326,667 12,166,666 19,493,333 Change in fair value (3,360,000 ) — (3,360,000 ) Transfers out of level 3 into level 1 — (12,166,666 ) (12,166,666 ) Fair value as of June 30, 2021 3,966,667 — 3,966,667 Change in fair value (980,000 ) — (980,000 ) Fair value as of September 30, 2021 $ 2,986,667 — $ 2,986,667 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Mar. 16, 2021 | Mar. 16, 2021 | Sep. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 250,000,000 | ||
Transaction cost | $ 14,326,696 | ||
Underwriting fees | 5,000,000 | ||
Deferred underwriting fees | 8,750,000 | ||
Other offering costs | $ 576,696 | ||
Description of initial public offering | At the closing of the Initial Public Offering on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. | ||
Assets held in the trust account, percentage | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate percentage | 15.00% | ||
Initial business combination redeem percentage | 100.00% | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Initial public offering price (in Dollars per share) | $ 10 | ||
Public share per value (in Dollars per share) | 10 | ||
Liquidation price per share (in Dollars per share) | 10 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of units (in Shares) | 25,000,000 | ||
Share price (in Dollars per share) | $ 10 | $ 10 | |
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 1.5 | ||
Sale of units (in Shares) | 4,666,667 | ||
Gross proceeds | $ 7,000,000 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Business combination post-transaction owns or acquires | 50.00% |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - Class A Common Stock [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Revision of Previously Issued Financial Statements (Details) [Line Items] | |
Subject to possible redemption value per share | $ / shares | $ 10 |
Net tangible assets | $ | $ 5,000,001 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Details) - Schedule of impact of the revision on the company’s financial statements is reflected - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 16, 2021 |
As Previously Reported [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common stock subject to possible redemption | $ 226,087,267 | $ 218,161,120 | $ 218,547,300 |
Class A common stock | 239 | 318 | 315 |
Additional paid-in capital | 6,317,963 | 5,931,692 | |
Accumulated deficit | 4,999,140 | (1,318,902) | (932,722) |
Total Stockholders’ Equity (Deficit) | 5,000,004 | 5,000,004 | 5,000,004 |
Shares subject to possible redemption | 22,608,532 | 21,816,112 | 21,854,730 |
Adjustment [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common stock subject to possible redemption | 31,452,700 | 31,838,880 | 31,452,700 |
Class A common stock | (239) | (318) | (315) |
Additional paid-in capital | (6,317,963) | (5,931,692) | |
Accumulated deficit | (23,912,494) | (25,520,599) | (25,520,693) |
Total Stockholders’ Equity (Deficit) | (23,912,733) | (31,838,880) | (31,452,700) |
Shares subject to possible redemption | 2,391,468 | 3,183,888 | 3,145,270 |
As Restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common stock subject to possible redemption | 250,000,000 | 250,000,000 | 250,000,000 |
Class A common stock | |||
Additional paid-in capital | |||
Accumulated deficit | (18,913,354) | 26,839,501 | (26,453,415) |
Total Stockholders’ Equity (Deficit) | (18,912,729) | (26,838,876) | (26,452,696) |
Shares subject to possible redemption | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Operating bank account | $ 1,021,767 |
Working capital | 806,631 |
Offering costs | 14,326,696 |
Offering costs associated with warrant | 233,334 |
Deferred tax asset | 159,000 |
Valuation allowances of deferred tax asset | $ 159,000 |
Statutory tax rate | 21.00% |
Purchase an aggregate (in Shares) | shares | 13,000,000 |
Federal depository insurance coverage | $ 250,000 |
Sponsor [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Capital contribution | 25,000 |
Unsecured promissory note | $ 300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,912,730 | $ 6,622,377 |
Denominator: | ||
Basic and diluted weighted average stock outstanding | 25,000,000 | 18,131,868 |
Basic and diluted net income (loss) per common stock | $ 0.08 | $ 0.37 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 478,183 | $ 2,376,781 |
Denominator: | ||
Basic and diluted weighted average stock outstanding | 6,250,000 | 6,507,555 |
Basic and diluted net income (loss) per common stock | $ 0.08 | $ 0.37 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Shares issued at initial public offering | shares | 25,000,000 |
Purchase price per share | $ / shares | $ 10 |
Sale of stock, description | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 8). |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Total number of aggregate shares | shares | 5,166,667 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Purchase shares | shares | 4,666,667 |
Warrant shares issued per share | $ / shares | $ 1.5 |
Gross proceeds | $ | $ 7,000,000 |
Over-Allotment Option [Member] | Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price | $ | $ 7,750,000 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Price per share | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 11, 2021 | Aug. 14, 2020 | Mar. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Related Party Transactions (Details) [Line Items] | |||||
Shares subject to forfeiture (in Shares) | 937,500 | ||||
Office space, and administrative expenses | $ 10,000 | ||||
Incurred and paid fees | $ 30,000 | $ 65,000 | |||
Prepaid expenses | $ 30,000 | $ 30,000 | |||
Initial public offering | $ 292,312 | ||||
Principal amount | $ 300,000 | ||||
Repayment of borrowings amount | $ 300,000 | ||||
Business Combination [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Business combination, description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase of founder shares | 7,187,500 | ||||
Aggregate of consideration value | $ 25,000 | ||||
Shares subject to forfeiture (in Shares) | 937,500 | ||||
Issued and outstanding shares percentage | 20.00% | ||||
Issued and outstanding shares | $ 6,250,000 | ||||
Related party transactions, description | The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. |
Commitments (Details)
Commitments (Details) - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Commitments (Details) [Line Items] | ||
Aggregate shares | $ 25,000 | |
Aggregate shares (in Shares) | 8,750,000 | |
Underwriting Agreement [Member] | ||
Commitments (Details) [Line Items] | ||
Aggregate shares | $ 5,000,000 | |
Cash underwriting discount | 0.2 | |
Deferred fee | 0.35 | |
Underwriting Agreement [Member] | Initial Public Offering [Member] | ||
Commitments (Details) [Line Items] | ||
Aggregate shares | $ 3,750,000 |
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 |
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 25,000,000 | |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Voting rights description | Holders of Class A common stock are entitled to one vote for each share. | |
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 | 6,250,000 | 7,187,500 |
Common stock, shares outstanding | 6,250,000 | 7,187,500 |
Forfeiture of founder shares | 937,500 | |
Ownership percentage | 20.00% | |
Business combination percentage | 20.00% | |
Voting rights description | Holders of Class B common stock are entitled to one vote for each share. |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants (Details) [Line Items] | |
Warrant expire year | 5 years |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Exercise Price 18.00 [Member] | |
Warrants (Details) [Line Items] | |
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Exercise Price 10.00 [Member] | |
Warrants (Details) [Line Items] | |
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ●in whole and not in part; ●at $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; ●upon a minimum of 30 days’ prior written notice of redemption ●if, and only if, last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and ●if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Transfers out of level 3 into level 1 | $ 9 | $ 12,166,666 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Marketable Securities held in Trust Account | $ 250,008,220 |
Warrant Liability – Public Warrants | 5,250,000 |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items] | |
Warrant Liability – Private Placement Warrants | $ 2,986,667 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 1 Months Ended | 9 Months Ended |
Mar. 16, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price | $ 11.5 | |
Stock Price | $ 9.46 | |
Risk-free interest rate | 1.32% | |
Expected term (in years) | 5 years | |
Expected volatility | 31.20% | |
Initial Measurement [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price | $ 11.5 | |
Stock Price | $ 9.77 | |
Risk-free interest rate | 1.07% | |
Expected term (in years) | 4 years 5 months 26 days | |
Expected volatility | 13.02% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Private Placement [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | ||||
Fair value as of January 1, 2021 | $ 3,966,667 | $ 7,326,667 | ||
Initial measurement on March 16, 2021 | 7,233,334 | |||
Change in fair value | (980,000) | (3,360,000) | 93,333 | |
Transfers out of level 3 into level 1 | ||||
Fair value ending balance | 2,986,667 | 3,966,667 | 7,326,667 | 2,986,667 |
Public [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | ||||
Fair value as of January 1, 2021 | 12,166,666 | |||
Initial measurement on March 16, 2021 | 11,916,666 | |||
Change in fair value | 250,000 | |||
Transfers out of level 3 into level 1 | (12,166,666) | |||
Fair value ending balance | 12,166,666 | |||
Warrant Liabilities [Member] | ||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items] | ||||
Fair value as of January 1, 2021 | 3,966,667 | 19,493,333 | ||
Initial measurement on March 16, 2021 | 19,150,000 | |||
Change in fair value | (980,000) | (3,360,000) | 343,333 | |
Transfers out of level 3 into level 1 | (12,166,666) | |||
Fair value ending balance | $ 2,986,667 | $ 3,966,667 | $ 19,493,333 | $ 2,986,667 |