Pardes Biosciences (PRDS) S-4/A23 Nov 21Registration of securities issued in business combination transactions (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2021
Document Information Line Items
Entity Registrant Name	FS Development Corp. II
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 4
Entity Central Index Key	0001822711
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)		Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash		$ 48,330	$ 8,800
Prepaid expenses		522,202
Total current assets		570,532	8,800
Deferred offering cost			82,900
Investments held in Trust Account		201,262,186
Total Assets		201,832,718	91,700
Current liabilities:
Accounts payable		183,911	1,032
Accrued expenses		2,164,500	16,700
Franchise tax payable		149,091
Note payable			50,000
Total current liabilities		2,497,502	67,732
Deferred underwriting commissions		7,043,750
Total liabilities		9,541,252	67,732
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 20,125,000 and -0- shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		201,250,000
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 602,500 and -0- shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		60
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding(1)	[1]		288
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,031,250 shares issued and outstanding as of September 30, 2021 and December 31, 2020		503	503
Additional paid-in capital			24,497
Accumulated deficit		(8,959,097)	(1,032)
Total stockholders’ equity (deficit)		(8,958,534)	23,968
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)		$ 201,832,718	$ 91,700

[1]	This number includes up to 375,000 -allotment

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to possible redemption (in Dollars)	$ 20,125,000	$ 0
subject to possible redemption per share (in Dollars per share)	$ 10	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	602,500	0
Common stock, shares outstanding	602,500	0
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,031,250	5,031,250
Common stock, shares outstanding	5,031,250	5,031,250

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)		1 Months Ended	3 Months Ended	4 Months Ended	9 Months Ended
		Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
General and administrative expenses		$ 1,032	$ 1,142,579	$ 1,032	$ 3,334,485
General and administrative expenses – related party			30,000		80,000
Franchise tax expense			50,411		149,723
Loss from operations		(1,032)	(1,222,990)		(3,564,208)
Income earned from investments held in Trust Account			5,073		12,186
Net loss		$ (1,032)	$ (1,217,917)	$ (1,032)	$ (3,552,022)
Weighted average shares outstanding, basic and diluted (in Shares)	[1]			2,500,000
Basic and diluted net loss per share (in Dollars per share)				$ 0
Class A Common Stock
Weighted average shares outstanding, basic and diluted (in Shares)			20,727,500		17,083,104
Basic and diluted net loss per share (in Dollars per share)			$ (0.05)		$ (0.16)
Class B Common Stock
Weighted average shares outstanding, basic and diluted (in Shares)		4,375,000	5,031,250		4,915,865
Basic and diluted net loss per share (in Dollars per share)		$ 0	$ (0.05)		$ (0.16)

[1]	This number excludes an aggregate of up to 375,000 -allotment

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Aug. 20, 2020			$ 503	$ 24,497		$ 25,000
Balance (in Shares) at Aug. 20, 2020			5,031,250
Issuance of Class B common stock to Sponsor
Net loss					(1,032)	(1,032)
Balance at Sep. 30, 2020			$ 503	24,497	(1,032)	23,968
Balance (in Shares) at Sep. 30, 2020			5,031,250
Balance at Aug. 20, 2020			$ 503	24,497		25,000
Balance (in Shares) at Aug. 20, 2020			5,031,250
Issuance of Class B common stock to Sponsor	[1]		$ 288	24,712		25,000
Issuance of Class B common stock to Sponsor (in Shares)	[1]		2,875,000
Net loss					(1,032)	(1,032)
Balance at Dec. 31, 2020			$ 288	24,712	(1,032)	23,968
Balance (in Shares) at Dec. 31, 2020			2,875,000
Balance at Dec. 31, 2020			$ 503	24,497	(1,032)	23,968
Balance (in Shares) at Dec. 31, 2020			5,031,250
Sale of Private Placement Shares		$ 60		6,024,940		6,025,000
Sale of Private Placement Shares (in Shares)		602,500
Accretion of Class A common stock subject to possible redemption amount				(6,049,437)	(5,406,043)	(11,455,480)
Net loss					(168,193)	(168,193)
Balance at Mar. 31, 2021		$ 60	$ 503		(5,575,268)	(5,574,705)
Balance (in Shares) at Mar. 31, 2021		602,500	5,031,250
Net loss					(2,165,912)	(2,165,912)
Balance at Jun. 30, 2021		$ 60	$ 503		(7,741,180)	(7,740,617)
Balance (in Shares) at Jun. 30, 2021		602,500	5,031,250
Net loss					(1,217,917)	(1,217,917)
Balance at Sep. 30, 2021		$ 60	$ 503		$ (8,959,097)	$ (8,958,534)
Balance (in Shares) at Sep. 30, 2021		602,500	5,031,250

[1]	This number includes up to 375,000 -allotment

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Cash Flows - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (1,032)	$ (1,032)	$ (3,552,022)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned from investments held in Trust Account			(12,186)
Changes in operating assets and liabilities:
Prepaid expenses			(522,202)
Franchise tax payable			149,091
Accounts payable	9,032	1,032	57,879
Accrued expenses			2,119,500
Net cash used in operating activities	8,000		(1,759,940)
Cash Flows from Investing Activities
Cash deposited in Trust Account			(201,250,000)
Net cash used in investing activities			(201,250,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	50,000	50,000	150,000
Payment of deferred offering costs		(41,200)
Repayment of note payable to related party			(200,000)
Proceeds received from initial public offering, gross			201,250,000
Proceeds received from private placement			6,025,000
Offering costs paid	(41,200)		(4,175,530)
Net cash provided by financing activities	8,800	8,800	203,049,470
Net change in cash	16,800	8,800	39,530
Cash – beginning of the period			8,800
Cash – end of the period	16,800	8,800	48,330
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable			125,000
Offering costs included in accrued expenses	4,830		28,300
Deferred underwriting commissions in connection with the initial public offering			7,043,750
Deferred offering costs included in accrued expenses		16,700
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	$ 25,000	$ 25,000

Description of Organization and

Description of Organization and Business Operations	4 Months Ended	9 Months Ended
Description of Organization and Business Operations	Dec. 31, 2020	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization, Business Operations and Basis of Presentation FS Development Corp. II (the “Company”) is a blank check company incorporated in Delaware on August As of December -operating The Company’s sponsor is FS Development Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 10,000,000 -allotment -allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction -7 The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding Public Shares 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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption rights with respect to their Founder Shares, their Private Placement Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide 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 20% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 24 -share The Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement 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 Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, 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. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	Note 1 — Description of Organization and Business Operations FS Development Corp. II (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) 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 its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is FS Development Holdings II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s Initial Public Offering became effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 20,125,000 -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 602,500 Upon the closing of the Initial Public Offering and the Private Placement, approximately $201.3 million ($10.00 per share of Class A Common Stock) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Shares in the Private Placement were placed in a trust account (“Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders (the “Public Stockholders”) of the 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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per -share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre -initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023, or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (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 The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement 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, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, 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. Proposed Business Combination and Related Transaction On June 29, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, Orchard Merger Sub, Inc., a Delaware corporation, a wholly -owned -in-fact -owned Consideration and Structure Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of Pardes in exchange for 32,500,000 Pursuant to the Merger Agreement, at or prior to the effective time of the Merger, each option exercisable for Pardes equity that is outstanding immediately prior to the effective time of the Merger shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of Class A Common Stock issued upon exercise. Representations, Warranties and Covenants The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. The representations and warranties of Pardes made under the Merger Agreement will not survive the Closing. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Pardes, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and the Closing. The covenants made under the Merger Agreement will not survive the Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Merger. Conditions to Closing Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Merger Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “Company Stockholder Approval”) and Pardes’ stockholders (the “Pardes Stockholder Approval”); (ii) the receipt of consents or approvals from the applicable governmental, regulatory or administrative authorities; (iii) the aggregate cash proceeds from Company’s trust account, together with the proceeds from the Subscriptions (as defined below), equaling no less than $100,000,000 (after deducting any amounts paid to Company stockholders that exercise their redemption rights in connection with the Merger and net of the Company’s unpaid liabilities), (iv) (A) the representations and warranties of the Company, Pardes and Merger Sub contained in the Merger Agreement (other than each party’s respective Fundamental Representations, as defined in the Merger Agreement) being true and correct as of the date of the Merger Agreement and as of the Closing Date, except for any failure to be true and correct that would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) and (B) each party’s respective Fundamental Representations being true and correct as of the date of the Merger Agreement and as of the Closing Date, except for de minimis inaccuracies; (v) the absence of a Material Adverse Effect since the date of the Merger Agreement; (vi) the Company has not redeemed the Class A Common Stock of the Company in an amount that would cause the Company to have net tangible assets of less than $5,000,001; and (vii) the Company’s initial listing application with Nasdaq in connection with the Merger has been conditionally approved and, immediately following the effective time of the Merger, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company has not received any notice of non -compliance Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $48,000 in cash, and working capital deficit of approximately $1.8 million (not taking into account approximately $149,000 of tax obligations that may be paid using investment income classified in the Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $200,000 under the Note (see Note 4). The Company repaid the Note in full on February 19, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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 funds held outside of the Trust Account for paying existing accounts payable, 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.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all short -term 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 limit of $250,000. At December Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term Use of Estimates The preparation of financial statements in conformity with U.S. 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. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares at December -allotment Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8 -K Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed consolidated financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 -10-S99 In accordance with SEC Staff Accounting Bulletin No. -K -IPO -Qs The impact of the restatement to the Post -IPO -in As of February 19, 2021 As Previously Adjustment As Restated Total assets $ 203,119,261 $ 203,119,261 Total liabilities $ 7,351,899 $ 7,351,899 Class A common stock subject to possible redemption 190,767,360 10,482,640 201,250,000 Preferred stock — — — Class A common stock 165 (105 ) 60 Class B common stock 503 — 503 Additional paid-in capital 5,051,492 (5,051,492 ) — Accumulated deficit (52,158 ) (5,430,983 ) (5,483,201 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (10,482,640 ) $ (5,482,638 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 203,119,261 $ — $ 203,119,261 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 202,959,356 $ 202,959,356 Total liabilities $ 7,284,061 $ 7,284,061 Class A common stock subject to possible redemption 190,675,290 10,574,710 201,250,000 Preferred stock — — — Class A common stock 166 (106 ) 60 Class B common stock 503 — 503 Additional paid-in capital 5,168,561 (5,168,561 ) — Accumulated deficit (169,225 ) (5,405,983 ) (5,575,268 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (10,574,710 ) $ (5,574,705 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,959,356 $ — $ 202,959,356 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 190,767,360 $ (190,767,360 ) $ — Change in value of Class A common stock subject to possible redemption $ (92,070 ) $ 92,070 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 202,246,887 $ 202,246,887 Total liabilities $ 8,737,504 $ 8,737,504 Class A common stock subject to possible redemption 188,509,380 12,740,620 201,250,000 Preferred stock — — — Class A common stock 188 (128 ) 60 Class B common stock 503 — 503 Additional paid-in capital 7,334,449 (7,334,449 ) — Accumulated deficit (2,335,137 ) (5,405,983 ) (7,741,180 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (12,740,620 ) $ (7,740,617 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,246,887 $ — $ 202,246,887 The Company’s statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months Ended June 30, 2021 As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 190,767,360 $ (190,767,360 ) $ — Change in value of Class A common stock subject to possible redemption $ (2,257,980 ) $ 2,257,980 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Previously Adjustment As Restated Three Months Ended March 31, 2021 Net loss $ (168,193 ) $ — $ (168,193 ) Weighted average shares outstanding – Class A common stock 20,727,500 (11,054,667 ) 9,672,833 Basic and diluted earnings per share – Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding – Class B common stock 4,681,250 — 4,681,250 Basic and diluted earnings per share – Class B common stock $ (0.04 ) $ 0.03 $ (0.01 ) Earnings Per Share As Previously Adjustment As Restated Three Months Ended June 30, 2021 Net loss $ (2,165,912 ) $ — $ (2,165,912 ) Weighted average shares outstanding – Class A common stock 20,125,000 602,500 20,727,500 Basic and diluted earnings per share – Class A common stock $ — $ (0.08 ) $ (0.08 ) Weighted average shares outstanding – Class B common stock 5,633,750 (602,500 ) 5,031,250 Basic and diluted earnings per share – Class B common stock $ (0.38 ) $ 0.30 $ (0.08 ) Earnings Per Share As Previously Reported Adjustment As Restated Six Months Ended June 30, 2021 Net loss $ (2,334,105 ) $ — $ (2,334,105 ) Weighted average shares outstanding – Class A common stock 20,125,000 (4,894,296 ) 15,230,704 Basic and diluted earnings per share – Class A common stock $ — $ (0.12 ) $ (0.12 ) Weighted average shares outstanding – Class B common stock 5,299,938 (442,721 ) 4,857,217 Basic and diluted earnings per share – Class B common stock $ (0.44 ) $ 0.32 $ (0.12 ) 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non -current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. As part of the Private Placement, the Company issued 602,500 -redeemable Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, and December 31, 2020, the Company had deferred tax assets with a full valuation allowance against them. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (980,031 ) $ (237,886 ) $ (2,758,291 ) $ (793,731 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 20,727,500 5,031,250 17,083,104 4,915,865 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.05 ) $ (0.16 ) $ (0.16 ) For the Period From Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ — $ (1,032 ) Denominator: Basic and diluted weighted average ordinary shares outstanding — 4,375,000 Basic and diluted net loss per ordinary share $ — $ (0.00 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	4 Months Ended	9 Months Ended
Initial Public Offering	Dec. 31, 2020	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 10,000,000 The Company will grant the underwriters a 45 -day -allotments	Note 3 — Initial Public Offering On February 19, 2021, the Company consummated its Initial Public Offering of 20,125,000 Public Shares, including the issuance of 2,625,000 -allotment

Related Party Transactions

Related Party Transactions	4 Months Ended	9 Months Ended
Related Party Transactions	Dec. 31, 2020	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares and Private Placement Shares On August -allotment -allotment The Sponsor has agreed to purchase an aggregate of 400,000 Private Placement Shares (or 430,000 Private Placement Shares if the underwriters’ over -allotment -allotment The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 and the Sponsor has agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On August -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 -Business Private Placement of Common Stock in connection with initial Business Combination The Sponsor has indicated an interest to purchase $25.0 -transaction Administrative Services Agreement The Company will enter into an agreement that provides that, commencing on the date that the Company’s securities are first listed on Nasdaq and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket	Note 4 — Related Party Transactions Founder Shares and Private Placement Shares On August 26, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in consideration of 2,875,000 -share 1 6 -allotment -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 602,500 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.0 million. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 and the Sponsor agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On August 26, 2020, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, as amended (the “Note”). This loan was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of Class A Common Stock of the post -Business Subscription Agreement In connection with the proposed business combination, the Company entered in a subscription agreement with two related parties, each subscribing to purchase shares of Class A Common Stock in the amount of $5,000,000 ($10,000,000 in aggregate) at the closing date of the proposed business combination. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor, or an affiliate a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Company incurred approximately $30,000, $80,000 and $0 in administrative expenses under the agreement, which is recognized in the accompanying unaudited condensed consolidated statements of operations for the three and nine months ended June 30, 2021, and for the period from August 21, 2020 (inception) through September 30, 2020, respectively, within general and administrative expense — related party. As of September 30, 2021 and December 31, 2020, there was no outstanding balance in accounts payable with related party, as reflected in the accompanying condensed consolidated balance sheets. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended	9 Months Ended
Commitments and Contingencies	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares to be issued in the private placement that will occur simultaneously with the closing of the Proposed Public Offering, and shares of Class A common stock that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to the Prior Registration Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to an underwriting discount of $0.20 per share, or $2.0 -allotment -allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares, and shares of Class A Common Stock that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriter was entitled to an underwriting discount of $0.20 per share, or approximately $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
Class A Common Stock Subject to Possible Redemption	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 201,250,000 Less: Offering costs allocated to Class A common stock subject to possible redemption (11,455,480 ) Plus: Accretion of carrying value to redemption value 11,455,480 Class A common stock subject to possible redemption $ 201,250,000

Stockholders' Equity

Stockholders' Equity	4 Months Ended	9 Months Ended
Stockholders' Equity	Dec. 31, 2020	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 6 — Stockholder’s Equity Class A Common Stock Class B Common Stock -allotment Holders of record 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 our stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -for-one Preferred Stock	Note 7 — Stockholders’ Equity Preferred Stock — Class A Common Stock Class B Common Stock The Class B Common Stock will automatically convert into Class A Common Stock concurrently with or immediately following the consummation of the initial Business Combination on a one -for-one -linked -converted -linked in relation to the consummation of the initial Business Combination, excluding any shares of Class A Common Stock or equity -linked -for-one

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Investments held in Trust Account – money market funds $ 201,262,131 $ — $ — Transfers to/from Levels

Subsequent Events

Subsequent Events	4 Months Ended	9 Months Ended
Subsequent Events	Dec. 31, 2020	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 7 — Subsequent Events On January -share The Company evaluated subsequent events and transactions that occurred after the balance through January	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the condensed consolidated financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

Accounting Policies, by Policy

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of balance sheet	As of February 19, 2021 As Previously Adjustment As Restated Total assets $ 203,119,261 $ 203,119,261 Total liabilities $ 7,351,899 $ 7,351,899 Class A common stock subject to possible redemption 190,767,360 10,482,640 201,250,000 Preferred stock — — — Class A common stock 165 (105 ) 60 Class B common stock 503 — 503 Additional paid-in capital 5,051,492 (5,051,492 ) — Accumulated deficit (52,158 ) (5,430,983 ) (5,483,201 ) Total stockholders’ equity (deficit) $ 5,000,002 $ (10,482,640 ) $ (5,482,638 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 203,119,261 $ — $ 203,119,261 As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 202,959,356 $ 202,959,356 Total liabilities $ 7,284,061 $ 7,284,061 Class A common stock subject to possible redemption 190,675,290 10,574,710 201,250,000 Preferred stock — — — Class A common stock 166 (106 ) 60 Class B common stock 503 — 503 Additional paid-in capital 5,168,561 (5,168,561 ) — Accumulated deficit (169,225 ) (5,405,983 ) (5,575,268 ) Total stockholders’ equity (deficit) $ 5,000,005 $ (10,574,710 ) $ (5,574,705 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,959,356 $ — $ 202,959,356 As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 202,246,887 $ 202,246,887 Total liabilities $ 8,737,504 $ 8,737,504 Class A common stock subject to possible redemption 188,509,380 12,740,620 201,250,000 Preferred stock — — — Class A common stock 188 (128 ) 60 Class B common stock 503 — 503 Additional paid-in capital 7,334,449 (7,334,449 ) — Accumulated deficit (2,335,137 ) (5,405,983 ) (7,741,180 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (12,740,620 ) $ (7,740,617 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 202,246,887 $ — $ 202,246,887
Schedule of cash flows	Three Months Ended March 31, 2021 As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 190,767,360 $ (190,767,360 ) $ — Change in value of Class A common stock subject to possible redemption $ (92,070 ) $ 92,070 $ — Six Months Ended June 30, 2021 As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A common stock subject to possible redemption $ 190,767,360 $ (190,767,360 ) $ — Change in value of Class A common stock subject to possible redemption $ (2,257,980 ) $ 2,257,980 $ —
Schedule of statements of operations	Earnings Per Share As Previously Adjustment As Restated Three Months Ended March 31, 2021 Net loss $ (168,193 ) $ — $ (168,193 ) Weighted average shares outstanding – Class A common stock 20,727,500 (11,054,667 ) 9,672,833 Basic and diluted earnings per share – Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding – Class B common stock 4,681,250 — 4,681,250 Basic and diluted earnings per share – Class B common stock $ (0.04 ) $ 0.03 $ (0.01 ) Earnings Per Share As Previously Adjustment As Restated Three Months Ended June 30, 2021 Net loss $ (2,165,912 ) $ — $ (2,165,912 ) Weighted average shares outstanding – Class A common stock 20,125,000 602,500 20,727,500 Basic and diluted earnings per share – Class A common stock $ — $ (0.08 ) $ (0.08 ) Weighted average shares outstanding – Class B common stock 5,633,750 (602,500 ) 5,031,250 Basic and diluted earnings per share – Class B common stock $ (0.38 ) $ 0.30 $ (0.08 ) Earnings Per Share As Previously Reported Adjustment As Restated Six Months Ended June 30, 2021 Net loss $ (2,334,105 ) $ — $ (2,334,105 ) Weighted average shares outstanding – Class A common stock 20,125,000 (4,894,296 ) 15,230,704 Basic and diluted earnings per share – Class A common stock $ — $ (0.12 ) $ (0.12 ) Weighted average shares outstanding – Class B common stock 5,299,938 (442,721 ) 4,857,217 Basic and diluted earnings per share – Class B common stock $ (0.44 ) $ 0.32 $ (0.12 )
Schedule of basic and diluted net income (loss) per share	For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (980,031 ) $ (237,886 ) $ (2,758,291 ) $ (793,731 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 20,727,500 5,031,250 17,083,104 4,915,865 Basic and diluted net loss per ordinary share $ (0.05 ) $ (0.05 ) $ (0.16 ) $ (0.16 ) For the Period From Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ — $ (1,032 ) Denominator: Basic and diluted weighted average ordinary shares outstanding — 4,375,000 Basic and diluted net loss per ordinary share $ — $ (0.00 )

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Schedule of class A common stock subject to possible redemption reflected on the balance sheet is reconciled	Gross proceeds from Initial Public Offering $ 201,250,000 Less: Offering costs allocated to Class A common stock subject to possible redemption (11,455,480 ) Plus: Accretion of carrying value to redemption value 11,455,480 Class A common stock subject to possible redemption $ 201,250,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of the valuation techniques	Description Quoted Significant Significant Investments held in Trust Account – money market funds $ 201,262,131 $ — $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	4 Months Ended	9 Months Ended
	Feb. 19, 2021	Dec. 31, 2020	Sep. 30, 2021	Aug. 26, 2020
Description of Organization and Business Operations (Details) [Line Items]
Net proceeds			$ 201,300,000
Percentage of fair market value		80.00%	80.00%
Ownership percentage		50.00%	50.00%
Public price per share (in Dollars per share)		$ 10	$ 10
Net tangible assets		$ 5,000,001	$ 5,000,001
Percentage of restricted redeeming shares		20.00%	20.00%
Share price (in Dollars per share)			$ 10
Trust Account, description		the residual assets remaining available for distribution (including Trust Account assets) will be only $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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).	In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Aggregate cash proceeds			$ 100,000,000
Net tangible assets			5,000,001
Cash		$ 8,800	48,330
Working capital deficit			1,800,000
Tax obligations			149,000
Loan proceeds			$ 200,000
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Company's obligation to redeemed, percentage		100.00%	100.00%
Business combination, description		If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.	If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023, or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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.
Liquidity and Capital Resources [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash			$ 48,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	20,125,000
Share price per share (in Dollars per share)	$ 10
Gross proceeds	$ 201,300,000
Offering costs	11,500,000
Deferred underwriting commission	$ 7,000,000
Payment to offering cost			$ 25,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	2,625,000	11,500,000
Share price per share (in Dollars per share)				$ 10
Sale of shares (in Shares)		430,000
Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)	$ 10
Private Placement Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	602,500
Share price per share (in Dollars per share)	$ 10	$ 10
Gross proceeds	$ 6,000,000
Private Placement Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)			$ 10
Gross proceeds			$ 6,000,000
Proposed Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)		10,000,000
Share price per share (in Dollars per share)		$ 10
Sale of per share price (in Dollars per share)		$ 10
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)		10,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Share price per share (in Dollars per share)		$ 12	$ 10
Ownership percentage		20.00%
Exchange shares (in Shares)			32,500,000
Sale of shares (in Shares)		400,000
Sale of per share price (in Dollars per share)		$ 10
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)	2,625,000	1,500,000
Class A Common Stock [Member] \| Private Placement Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares issued (in Shares)			602,500

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	4 Months Ended	9 Months Ended
	Dec. 31, 2020	Sep. 30, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Net tangible assets		$ 5,000,001
Common stock subject to possible redemption		20,125,000
Additional paid-in capital	$ 24,497
Federal depository insurance corporation coverage limit		$ 250,000
Stock Issued During Period, Shares, New Issues		602,500
Federal depository insurance coverage	$ 250,000
Common stock subject to forfeiture	375,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption		10,500,000
Revision to Previously Reported Financial Statements [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Additional paid-in capital		$ 5,100,000
Accumulated deficit		$ 5,400,000
Reclassification shares		1,048,264

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of balance sheet - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Feb. 19, 2021
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	$ 202,246,887	$ 202,959,356	$ 203,119,261
Total liabilities	8,737,504	7,284,061	7,351,899
Class A common stock subject to possible redemption	188,509,380	190,675,290	190,767,360
Preferred stock
Class A common stock	188	166	165
Class B common stock	503	503	503
Additional paid-in capital	7,334,449	5,168,561	5,051,492
Accumulated deficit	(2,335,137)	(169,225)	(52,158)
Total stockholders’ equity (deficit)	5,000,003	5,000,005	5,000,002
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	202,246,887	202,959,356	203,119,261
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Total assets	202,246,887	202,959,356	203,119,261
Total liabilities	8,737,504	7,284,061	7,351,899
Class A common stock subject to possible redemption	201,250,000	201,250,000	201,250,000
Preferred stock
Class A common stock	60	60	60
Class B common stock	503	503	503
Additional paid-in capital
Accumulated deficit	(7,741,180)	(5,575,268)	(5,483,201)
Total stockholders’ equity (deficit)	(7,740,617)	(5,574,705)	(5,482,638)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	202,246,887	202,959,356	203,119,261
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A common stock subject to possible redemption	12,740,620	10,574,710	10,482,640
Preferred stock
Class A common stock	(128)	(106)	(105)
Class B common stock
Additional paid-in capital	(7,334,449)	(5,168,561)	(5,051,492)
Accumulated deficit	(5,405,983)	(5,405,983)	(5,430,983)
Total stockholders’ equity (deficit)	(12,740,620)	(10,574,710)	(10,482,640)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of cash flows - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	$ 190,767,360	$ 190,767,360
Change in value of Class A common stock subject to possible redemption	(92,070)	(2,257,980)
As Previously Reported [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption	(190,767,360)	(190,767,360)
Change in value of Class A common stock subject to possible redemption	92,070	2,257,980
As Restated [Member]
Supplemental Disclosure of Noncash Financing Activities:
Initial value of Class A common stock subject to possible redemption
Change in value of Class A common stock subject to possible redemption

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of statements of operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Net loss (in Dollars)	$ (2,165,912)	$ (168,193)	$ (2,334,105)
As Previously Reported [Member] \| Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	20,125,000	20,727,500	20,125,000
Basic and diluted earnings per share
As Previously Reported [Member] \| Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	5,633,750	4,681,250	5,299,938
Basic and diluted earnings per share	$ (0.38)	$ (0.04)	$ (0.44)
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Net loss (in Dollars)
Adjustment [Member] \| Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	602,500	(11,054,667)	(4,894,296)
Basic and diluted earnings per share	$ (0.08)	$ (0.01)	$ (0.12)
Adjustment [Member] \| Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	(602,500)		(442,721)
Basic and diluted earnings per share	$ 0.3	$ 0.03	$ 0.32
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Net loss (in Dollars)	$ (2,165,912)	$ (168,193)	$ (2,334,105)
As Restated [Member] \| Class A Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	20,727,500	9,672,833	15,230,704
Basic and diluted earnings per share	$ (0.08)	$ (0.01)	$ (0.12)
As Restated [Member] \| Class B Common Stock [Member]
Condensed Income Statements, Captions [Line Items]
Weighted average shares outstanding (in Shares)	5,031,250	4,681,250	4,857,217
Basic and diluted earnings per share	$ (0.08)	$ (0.01)	$ (0.12)

Basis of Presentation and Sum_7

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net loss (in Dollars)		$ (980,031)	$ (2,758,291)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		20,727,500	17,083,104
Basic and diluted net loss per ordinary share		(0.05)	(0.16)
Class B [Member]
Numerator:
Allocation of net loss (in Dollars)	$ (1,032)	$ (237,886)	$ (793,731)
Denominator:
Basic and diluted weighted average ordinary shares outstanding	4,375,000	5,031,250	4,915,865
Basic and diluted net loss per ordinary share	0	(0.05)	(0.16)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Feb. 19, 2021	Sep. 30, 2021	Dec. 31, 2020	Aug. 26, 2020
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Additional shares	20,125,000
Shares issued price per share (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 201.3
Offering costs (in Dollars)	11.5
Deferred underwriting commission (in Dollars)	$ 7
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional shares	2,625,000		11,500,000
Shares issued price per share (in Dollars per share)				$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Additional shares			10,000,000
Shares issued price per share (in Dollars per share)		$ 10	$ 12
Price per share (in Dollars per share)			$ 10
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional shares	2,625,000		1,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Feb. 05, 2021	Feb. 19, 2021	Jan. 22, 2021	Aug. 26, 2020	Aug. 20, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)									602,500
Founder shares transferred (in Shares)			30,000
Aggregate of founder shares transferred (in Shares)			90,000
Stock splits, description	the Company effected a 1:1½ stock split of the Class B Common Stock and on February 16, 2021, the Company effected a 1:11/6 stock split of the Class B Common Stock, resulting in the Sponsor holding an aggregate of 4,941,250 Founder Shares and there being an aggregate of 5,031,250 Founder Shares outstanding. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement Shares).			The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Proposed Public Offering (excluding the Private Placement Shares).
Subject to forfeiture (in Shares)		656,250
Founder shares, description							The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of Class A common stock of the post-Business Combination entity at a price of $10.00 per share. 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. To date, the Company had no borrowings under the Working Capital Loans.		(i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 and the Sponsor agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Cover expenses related				$ 200,000
Borrowings		$ 200,000					$ 50,000				$ 200,000
Working capital loans									$ 1,500,000
Interest to purchase of common stock amount							$ 25,000,000		5,000,000
Interest to purchase of common stock amount aggregate									10,000,000
Office space									$ 10,000
Administrative expenses					$ 0	$ 30,000				$ 80,000
Office space, secretarial and administrative services								$ 10,000
Business Acquisition [Member]
Related Party Transactions (Details) [Line Items]
Business Combination price per share (in Dollars per share)									$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid				$ 25,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				400,000
Number of shares issued (in Shares)		602,500
Share price per share (in Dollars per share)		$ 10					$ 10
Gross proceeds		$ 6,000,000
Aggregate shares value				$ 4,000,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				430,000
Number of shares issued (in Shares)		2,625,000					11,500,000
Share price per share (in Dollars per share)				$ 10
Aggregate shares value				$ 4,300,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				2,875,000			375,000
Common stock par value (in Dollars per share)							$ 0.0001		0.0001
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				2,875,000
Common stock par value (in Dollars per share)				$ 0.0001
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid				$ 25,000
Issuance of ordinary shares (in Shares)				375,000
Common stock par value (in Dollars per share)				$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock par value (in Dollars per share)		$ 0.0001					$ 0.0001		0.0001
Number of shares issued (in Shares)							10,000,000
Share price per share (in Dollars per share)							$ 12		$ 10
Class A Common Stock [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued (in Shares)									602,500
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued (in Shares)		2,625,000					1,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - shares	4 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - shares	Dec. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Additional purchase share		2,625,000
Underwriting agreement, description	The underwriters are entitled to an underwriting discount of $0.20 per share, or $2.0 million in the aggregate (or $2.3 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per share, or $3.5 million in the aggregate (or approximately $4.0 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions.	The underwriter was entitled to an underwriting discount of $0.20 per share, or approximately $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per share, or approximately $7.0 million in the aggregate will be payable to the underwriter for deferred underwriting commissions.

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par or stated value per share (in Dollars per share)	$ 0.0001
Subject to possible redemption	20,125,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption reflected on the balance sheet is reconciled	9 Months Ended
	Sep. 30, 2021USD ($)shares
Schedule of class A common stock subject to possible redemption reflected on the balance sheet is reconciled [Abstract]
Gross proceeds from Initial Public Offering \| $	$ 201,250,000
Less:
Offering costs allocated to Class A common stock subject to possible redemption \| shares	(11,455,480)
Plus:
Accretion of carrying value to redemption value \| shares	11,455,480
Class A common stock subject to possible redemption \| $	$ 201,250,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	1 Months Ended	4 Months Ended	9 Months Ended
Stockholders' Equity (Details) - $ / shares	Aug. 26, 2020	Dec. 31, 2020	Sep. 30, 2021	Feb. 19, 2021
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
Shares subject to possible redemption			20,125,000
Percentage of issued and outstanding		50.00%	50.00%
Aggregate shares			602,500
Founder Shares [Member]
Stockholders' Equity (Details) [Line Items]
Percentage of issued and outstanding			20.00%
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares outstanding			20,727,500
Common stock, shares issued		0	602,500
Common stock, shares outstanding		0	602,500
Percentage of issued and outstanding		20.00%
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		5,031,250	5,031,250
Common stock, shares outstanding		5,031,250	5,031,250
Percentage of issued and outstanding		20.00%
Common stock shares issued		2,875,000
Aggregate shares	2,875,000	375,000
Class B Common Stock [Member] \| Founder Shares [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Aggregate shares	375,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation techniques	Sep. 30, 2021USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments held in Trust Account – money market funds	$ 201,262,131
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments held in Trust Account – money market funds
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investments held in Trust Account – money market funds

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
Subsequent Events (Details) - Subsequent Event [Member]	Jan. 22, 2021USD ($)shares
Subsequent Events (Details) [Line Items]
Aggregate of founder shares \| shares	90,000
Additional borrowing amount \| $	$ 150,000
Outstanding amount \| $	$ 200,000
Sponsor [Member]
Subsequent Events (Details) [Line Items]
Aggregate of founder shares \| shares	30,000