Kingswood Acquisition 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	9 Months Ended
	Sep. 30, 2021shares
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Sep. 30, 2021
Document Quarterly Report	true
Entity Registrant Name	Kingswood Acquisition Corp.
Entity Tax Identification Number	85-2432410
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001823086
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Document Transition Report	false
Entity File Number	001-39700
Entity Address State Or Province	NY
Entity Address, Address Line One	17 Battery Place
Entity Address, Adress Line Two	Room 625
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10004
City Area Code	212
Local Phone Number	404-7002
Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and three-fourths of one redeemable warrant
Trading Symbol	KWAC.U
Security Exchange Name	NYSE
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	KWAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	11,604,000
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	KWAC WS
Security Exchange Name	NYSE
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	2,875,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 1,079,541	$ 1,457,839
Prepaid expenses	151,370	292,740
Total current assets	1,230,911	1,750,579
Prepaid expense, non-current	20,548
Investment held in Trust Account	117,858,560	117,849,745
Total Assets	119,110,019	119,600,324
Current liabilities
Accounts payable	670,113	79,617
Due to related party	1,667	1,667
Total current liabilities	671,780	81,284
Deferred Underwriters' Discount	4,025,000	4,025,000
Warrant liability	7,354,180	7,202,334
Total liabilities	12,050,960	11,308,618
Commitments
Class A Common Stock subject to possible redemption, 11,500,000 shares at redemption value at September 30, 2021 and December 31, 2020, respectively	117,858,560	117,849,745
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(10,799,799)	(9,558,337)
Total stockholders' deficit	(10,799,501)	(9,558,039)
Total Liabilities and Stockholders' Deficit	119,110,019	119,600,324
Class A common stock
Stockholders' Equity:
Common stock	10	10
Class B common stock
Stockholders' Equity:
Common stock	$ 288	$ 288

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Shares subject to possible redemption		11,500,000
Class A common stock
Shares subject to possible redemption	11,500,000	11,500,000
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	104,000	104,000
Common stock, shares outstanding	104,000	104,000
Shares subject to possible redemption	11,500,000	11,500,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Operating costs	$ 43,147	$ 382,547	$ 840,395
Loss from operations	(43,147)	(382,547)	(840,395)
Other income/(expense):
Interest Income		2,990	8,896
Transaction costs			(8,211)
Change in fair value of warrant liabilities		3,406,196	(151,846)
Total other income (expense)		3,409,186	(151,161)
Net income (loss)	$ (43,147)	$ 3,026,639	$ (991,556)
Basic weighted average shares outstanding	2,500,000	2,875,000	2,875,000
Diluted weighted average shares outstanding	2,500,000	2,875,000	2,875,000
Basic net income (loss) per share	$ (0.02)	$ 0.21	$ (0.07)
Diluted net income (loss) per share	$ (0.02)	$ 0.21	$ (0.07)
Class A common stock
Other income/(expense):
Basic weighted average shares outstanding		11,604,000	11,604,000
Diluted weighted average shares outstanding	0	11,604,000	11,604,000
Basic net income (loss) per share		$ 0.21	$ (0.07)
Diluted net income (loss) per share	$ 0	$ 0.21	$ (0.07)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Class B common stockCommon Stock	Class A Common StockCommon Stock	Class A common stockCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at beginning period at Jul. 26, 2020		$ 0			$ 0	$ 0	$ 0
Balance at beginning period (in Shares) at Jul. 26, 2020	[1]	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B common stock issued to Sponsor		$ 288			24,712		25,000
Class B common stock issued to Sponsor (in Shares)	[1]	2,875,000
Net loss						(43,147)	(43,147)
Balance at ending period at Sep. 30, 2020		$ 288			24,712	(43,147)	(18,147)
Balance at ending period (in shares) at Sep. 30, 2020	[1]	2,875,000
Balance at beginning period at Dec. 31, 2020		$ 288	$ 10			(9,558,337)	(9,558,039)
Balance at beginning period (in Shares) at Dec. 31, 2020		2,875,000	104,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Offering costs		$ 0	$ 0		0	(241,091)	(241,091)
Accretion of Class A common stock subject to possible redemption		0	$ 0		0	(8,815)	(8,815)
Accretion of Class A common stock subject to possible redemption (in shares)			0
Net loss		0	$ 0		0	(991,556)	(991,556)
Balance at ending period at Sep. 30, 2021		$ 288	$ 10			(10,799,799)	(10,799,501)
Balance at ending period (in shares) at Sep. 30, 2021		2,875,000	104,000
Balance at beginning period at Jun. 30, 2021		$ 288	$ 10	$ 10		(13,823,467)	(13,823,169)
Balance at beginning period (in Shares) at Jun. 30, 2021		2,875,000	104,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock subject to possible redemption		$ 0	$ 0		0	(2,971)	(2,971)
Accretion of Class A common stock subject to possible redemption (in shares)			0
Net loss		0	$ 0		$ 0	3,026,639	3,026,639
Balance at ending period at Sep. 30, 2021		$ 288	$ 10			$ (10,799,799)	$ (10,799,501)
Balance at ending period (in shares) at Sep. 30, 2021		2,875,000	104,000
[1]	Includes up to 375,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 24, 2020, the underwriters fully exercised the over-allotment option.

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	Nov. 24, 2020	Sep. 30, 2020
IPO
Sale of units (in shares)	10,000,000
Underwriters
Sale of units (in shares)	1,500,000
Class A common stock | IPO
Sale of units (in shares)	10,000,000
Class A common stock | Private Placement
Sale of units (in shares)	6,050,000
Class B common stock | Underwriters
Maximum shares subject to forfeiture		375,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (43,147)		$ (991,556)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash held in Trust Account			(8,815)
Change in fair value of warrant liabilities		$ (3,406,196)	151,846
Transaction costs			8,211
Changes in working capital:
Prepaid expenses			120,822
Accounts payable and accrued expenses	1,801		341,194
Net cash used in operating activities	(41,346)		(378,298)
Cash flows from financing activities:
Proceeds from issuance of founder shares	25,000
Proceeds from pre-payment of private placement	367,722
Payments of offering costs	(26,375)
Net cash provided by financing activities	366,347
Net change in cash	325,001		(378,298)
Cash, beginning of the period			1,457,839
Cash, end of period	325,001	$ 1,079,541	1,079,541
Non-cash investing and financing transactions:
Offering in accrued offering	$ 87,250		$ 249,302

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). As of September 30, 2021, the Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through September 30, 2021, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below) and recognizes changes in the fair value of warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 5. In connection with the Public Offering, the underwriters were granted a 30-day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Warrants, 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 assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) 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 company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to consummate its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the 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 during the Combination Period. Liquidity and Capital Resources As of September 30, 2021, the Company had cash of $1,079,541 and working capital of approximately $811,156. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, in addition to the access of the Working Capital Loans, the Company may need to obtain other financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, it may need to obtain additional financing in order to meet its obligations. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Revision of Previously Issued F

Revision of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Revision of Previously Issued Financial Statements.
Revision of Previously Issued Financial Statements	Note 2 — Revision of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption." In light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were not material to any previously presented financial statements. Impact of the Revision The impact to the financial statements as of June 30, 2021, March 31, 2021 and December 31, 2020 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ Revision ​ ​ ​ ​ Reported Adjustment As Revised Condensed Statement of Changes in Stockholders’ Equity at June 30, 2021 ​ ​ ​ Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ $ 195 ​ $ (185) ​ $ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 9,810,307 ​ (9,810,307) ​ — Accumulated deficit ​ (4,810,782) ​ (9,012,685) ​ (13,823,467) Total stockholders’ equity (deficit) ​ $ 5,000,008 ​ $ (18,823,177) ​ $ (13,823,169) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity at March 31, 2021 ​ ​ ​ Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ $ 168 ​ $ (158) ​ $ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 7,040,179 ​ (7,049,179) ​ — Accumulated deficit ​ (2,040,629) ​ (9,009,747) ​ (11,050,376) Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (16,050,084) ​ $ (11,050,078) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of December 31, 2020 ​ ​ ​ Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25 ​ $ 103,291,697 ​ $ 14,558,048 ​ $ 117,849,745 Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ 153 ​ (143) ​ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 5,792,155 ​ (5,792,155) ​ — Accumulated deficit ​ (792,587) ​ (8,765,750) ​ (9,558,337) Total stockholders’ equity (deficit) ​ $ 5,000,009 ​ $ (14,558,048) ​ $ (9,558,039) Shares subject to possible redemption ​ 10,077,239 ​ 1,422,761 ​ 11,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement Of Operations for the Period from July 27, 2020 (inception) through December 31, 2020 ​ ​ ​ Basic and diluted net loss per share for the period from July 27, 2020 (inception) through December 31, 2020 ​ $ (0.28) ​ $ — ​ $ (0.28) ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K/A for the period ended December 31, 2020 as filed with the SEC June 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable securities held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in a money market fund classified as cash equivalents within trust assets on the condensed balance sheet. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) , and concluded that a provision in the Warrant Agreement related to certain transfers, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 -40 , the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has 11,500,000 Class A common stock outstanding that contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, at September 30, 2021, additional offering costs totaling $249,302 were recognized with $8,211 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other expense and $241,091 included in the statements of changes in stockholders equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to September 30, 2021. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021 and September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ ​ ​ ​ ​ from July 27, 2020 ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ (inception) through ​ ​ September 30, 2021 September 30, 2021 September 30, 2020 Net Income (loss) ​ $ 3,026,639 ​ $ (991,556) ​ $ (43,147) ​ Basic and diluted outstanding subject ​ ​ 11,604,000 ​ $ 11,604,000 ​ $ — ​ Net income (loss) available to Class A common stock ​ $ 2,421,311 ​ $ (793,245) ​ $ — ​ Basic and diluted income share ​ $ 0.21 ​ ​ (0.07) ​ $ — ​ Basic and diluted shares outstanding ​ ​ 2,875,000 ​ ​ 2,875,000 ​ ​ 2,500,000 ​ Net income (loss) available to Class B common stock ​ $ 605,328 ​ $ (198,311) ​ $ (43,147) ​ Basic and diluted share stock ​ $ 0.21 ​ $ (0.07) ​ $ (0.02) ​ ​ Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that the ASU has on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths of one Simultaneously with the closing of the Public Offering, the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2021
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Company’s Sponsor has agreed to: (i) waive its redemption rights with respect to its Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination; (ii) waive its redemption rights with respect to its Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial Business Combination within 18 months from the closing of the Public Offering, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note. This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Public Offering. The promissory was terminated on November 24, 2020 concurrently with the completion of the Public Offering. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per Private Warrant. At September 30, 2021 Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred and accrued $1,667 of administrative service fees as of September 30, 2021. At September 30, 2021 the $1,667 on the balance sheet for due to related party is for the administrative service fee.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments
Commitments	Note 7 — Commitments Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering, and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders' Deficit
Stockholders' Equity	Note 8 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Class A Common Stock Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B common stock. There were 2,875,000 shares of Class B common stock issued and outstanding at September 30, 2021 and December 31, 2020. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering, plus (b) the sum of all shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 9 — Recurring Fair Value Measurements The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. The following table presents fair value information as of September 30, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices in an active market for identical assets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. At March 31, 2021 the Company reclassified the Public Warrants from a Level 3 to a Level 1 classification. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2021 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) ​ $ 117,849,745 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 3,148,584 Public Warrants ​ $ — ​ $ — ​ 4,053,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) $ 117,858,560 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 3,214,180 Public Warrants ​ $ 4,140,000 ​ $ — ​ — ​ (1) Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Measurement On September 30, 2021 and December 31, 2020, the Company used a modified Black-Scholes model to value the Private Warrants. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the modified Black Scholes option pricing model for the Private Placement Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ Input 2020 2021 Stock price ​ $ 10.00 ​ $ 10.09 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 0.36 % 0.98 % Dividend yield ​ 0 % 0 % Volatility ​ 13 % 11 % ​ On September 30, 2021 the Company’s Public Warrants were separately trading in an active market and valuation of the Company’s Public Warrant liability was determined based upon the market price at September 30, 2021. At December 31, 2020, the Company used a Monte Carlo simulation model to value the Public Warrants. The key inputs into the Monte Carlo simulation for the Public Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ December 31, Input ​ 2020 Stock price ​ $ 10.00 ​ Exercise price ​ $ 11.50 ​ Risk free rate ​ 0.36 % Trading days per year ​ 252 ​ Annual volatility ​ 13.0 % ​ The Company’s use of models required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be one year, as the Warrants become exercisable on the later of (i) 30 days after the completion of a business combination and (ii) 12 months from the IPO date. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our Warrants classified as Level 3: ​ ​ ​ ​ ​ Fair value at December 31, 2020 $ 7,202,334 Public Warrants reclassified to level 1 (1) ​ (4,571,250) Change in fair value ​ 1,508,916 Fair Value at September 30, 2021 ​ $ 4,140,000 (1) Assumes the Public Warrants were reclassified on March 31, 2021.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. In connection with the initial Business Combination, the company engaged Oppenheimer & Co. Inc. and SPAC Advisory Partners LLC to act as its financial advisors, each will be entitled to customary fees in such capacity, with payment due at, and conditioned upon, the closing of the Business Combination. Other than the foregoing, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K/A for the period ended December 31, 2020 as filed with the SEC June 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in a money market fund classified as cash equivalents within trust assets on the condensed balance sheet. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).
Warrant Liabilities	Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) , and concluded that a provision in the Warrant Agreement related to certain transfers, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 -40 , the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 9 for additional information on assets and liabilities measured at fair value.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has 11,500,000 Class A common stock outstanding that contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, at September 30, 2021, additional offering costs totaling $249,302 were recognized with $8,211 which was allocated to the Public Warrants and Private Warrants, included in the statement of operations as a component of other expense and $241,091 included in the statements of changes in stockholders equity.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial 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. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from July 27, 2020 (inception) to September 30, 2021.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021 and September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for Class A common stock and Class B common stock is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ ​ ​ ​ ​ from July 27, 2020 ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ (inception) through ​ ​ September 30, 2021 September 30, 2021 September 30, 2020 Net Income (loss) ​ $ 3,026,639 ​ $ (991,556) ​ $ (43,147) ​ Basic and diluted outstanding subject ​ ​ 11,604,000 ​ $ 11,604,000 ​ $ — ​ Net income (loss) available to Class A common stock ​ $ 2,421,311 ​ $ (793,245) ​ $ — ​ Basic and diluted income share ​ $ 0.21 ​ ​ (0.07) ​ $ — ​ Basic and diluted shares outstanding ​ ​ 2,875,000 ​ ​ 2,875,000 ​ ​ 2,500,000 ​ Net income (loss) available to Class B common stock ​ $ 605,328 ​ $ (198,311) ​ $ (43,147) ​ Basic and diluted share stock ​ $ 0.21 ​ $ (0.07) ​ $ (0.02) ​
Recent Accounting Pronouncements	Recent Accounting Pronouncements August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that the ASU has on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Revision of Previously Issued_2

Revision of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Revision of Previously Issued Financial Statements.
Summary of impact of revision to the financial statements	The impact to the financial statements as of June 30, 2021, March 31, 2021 and December 31, 2020 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously ​ Revision ​ ​ ​ ​ Reported Adjustment As Revised Condensed Statement of Changes in Stockholders’ Equity at June 30, 2021 ​ ​ ​ Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ $ 195 ​ $ (185) ​ $ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 9,810,307 ​ (9,810,307) ​ — Accumulated deficit ​ (4,810,782) ​ (9,012,685) ​ (13,823,467) Total stockholders’ equity (deficit) ​ $ 5,000,008 ​ $ (18,823,177) ​ $ (13,823,169) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement of Changes in Stockholders’ Equity at March 31, 2021 ​ ​ ​ Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ $ 168 ​ $ (158) ​ $ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 7,040,179 ​ (7,049,179) ​ — Accumulated deficit ​ (2,040,629) ​ (9,009,747) ​ (11,050,376) Total stockholders’ equity (deficit) ​ $ 5,000,006 ​ $ (16,050,084) ​ $ (11,050,078) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of December 31, 2020 ​ ​ ​ Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25 ​ $ 103,291,697 ​ $ 14,558,048 ​ $ 117,849,745 Stockholders’ equity ​ ​ ​ Class A common stock - $0.0001 par value ​ 153 ​ (143) ​ 10 Class B common stock - $0.0001 par value ​ 288 ​ — ​ 288 Additional paid-in capital ​ 5,792,155 ​ (5,792,155) ​ — Accumulated deficit ​ (792,587) ​ (8,765,750) ​ (9,558,337) Total stockholders’ equity (deficit) ​ $ 5,000,009 ​ $ (14,558,048) ​ $ (9,558,039) Shares subject to possible redemption ​ 10,077,239 ​ 1,422,761 ​ 11,500,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Statement Of Operations for the Period from July 27, 2020 (inception) through December 31, 2020 ​ ​ ​ Basic and diluted net loss per share for the period from July 27, 2020 (inception) through December 31, 2020 ​ $ (0.28) ​ $ — ​ $ (0.28)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Schedule of net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ ​ ​ ​ ​ ​ from July 27, 2020 ​ ​ ​ For the Three Months Ended ​ For the Nine Months Ended ​ (inception) through ​ ​ September 30, 2021 September 30, 2021 September 30, 2020 Net Income (loss) ​ $ 3,026,639 ​ $ (991,556) ​ $ (43,147) ​ Basic and diluted outstanding subject ​ ​ 11,604,000 ​ $ 11,604,000 ​ $ — ​ Net income (loss) available to Class A common stock ​ $ 2,421,311 ​ $ (793,245) ​ $ — ​ Basic and diluted income share ​ $ 0.21 ​ ​ (0.07) ​ $ — ​ Basic and diluted shares outstanding ​ ​ 2,875,000 ​ ​ 2,875,000 ​ ​ 2,500,000 ​ Net income (loss) available to Class B common stock ​ $ 605,328 ​ $ (198,311) ​ $ (43,147) ​ Basic and diluted share stock ​ $ 0.21 ​ $ (0.07) ​ $ (0.02) ​

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) ​ $ 117,849,745 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 3,148,584 Public Warrants ​ $ — ​ $ — ​ 4,053,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Mutual Funds held in Trust Account(1) $ 117,858,560 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 3,214,180 Public Warrants ​ $ 4,140,000 ​ $ — ​ — ​ (1)
Schedule of reconciliation of changes in fair value of warrants	​ ​ ​ ​ ​ Fair value at December 31, 2020 $ 7,202,334 Public Warrants reclassified to level 1 (1) ​ (4,571,250) Change in fair value ​ 1,508,916 Fair Value at September 30, 2021 ​ $ 4,140,000 (1) Assumes the Public Warrants were reclassified on March 31, 2021.
Private Placement
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ Input 2020 2021 Stock price ​ $ 10.00 ​ $ 10.09 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 0.36 % 0.98 % Dividend yield ​ 0 % 0 % Volatility ​ 13 % 11 %
Public Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ December 31, Input ​ 2020 Stock price ​ $ 10.00 ​ Exercise price ​ $ 11.50 ​ Risk free rate ​ 0.36 % Trading days per year ​ 252 ​ Annual volatility ​ 13.0 %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Nov. 24, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price per share		$ 10.25
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Minimum net tangible assets upon consummation of the Business Combination		$ 5,000,001
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination		18 months
Maximum net interest to pay dissolution expenses		$ 100,000
Cash and cash equivalents		1,079,541	$ 1,457,839
Working capital		$ 811,156
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Share price per share	$ 10
IPO | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Share price per share	$ 10
Underwriters
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000
Share price per share	$ 10
Gross proceeds from sale of units	$ 15,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Share price per share	$ 1
Additional warrants issued	431,550
Additional warrants exercise price	$ 1
Proceeds from additional warrants issued	$ 431,550
Private Placement | Class A common stock
Subsidiary, Sale of Stock [Line Items]
Number of units issued	6,050,000

Revision of Previously Issued_3

Revision of Previously Issued Financial Statements - Condensed Statement of Changes in Stockholders Equity (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 26, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit	$ (10,799,501)	$ (13,823,169)	$ (11,050,078)	$ (9,558,039)	$ (18,147)	$ 0
Shares subject to possible redemption				11,500,000
Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Shares subject to possible redemption	11,500,000			11,500,000
Common Stock | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		10	10
Common Stock | Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit	$ 288	288	288	$ 288	288	0
Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit					24,712	0
Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit	$ (10,799,799)	(13,823,467)	(11,050,376)	(9,558,337)	$ (43,147)	$ 0
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		5,000,008	5,000,006	$ 5,000,009
Shares subject to possible redemption				10,077,239
As Previously Reported | Common Stock | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		195	168
As Previously Reported | Common Stock | Class B common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		288	288
As Previously Reported | Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		9,810,307	7,040,179
As Previously Reported | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		(4,810,782)	(2,040,629)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		(18,823,177)	(16,050,084)	$ (14,558,048)
Shares subject to possible redemption				1,422,761
Adjustments | Common Stock | Class A common stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		(185)	(158)
Adjustments | Additional Paid-In Capital
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		(9,810,307)	(7,049,179)
Adjustments | Accumulated Deficit
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total stockholders' deficit		$ (9,012,685)	$ (9,009,747)

Revision of Previously Issued_4

Revision of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 26, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25	$ 117,858,560			$ 117,849,745
Stockholders' equity
Accumulated deficit	(10,799,799)			(9,558,337)
Total stockholders' deficit	(10,799,501)	$ (13,823,169)	$ (11,050,078)	(9,558,039)	$ (18,147)	$ 0
Shares subject to possible redemption	119,110,019			119,600,324
Class A common stock
Stockholders' equity
Common stock	10			10
Class B common stock
Stockholders' equity
Common stock	$ 288			288
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25				103,291,697
Stockholders' equity
Additional Paid in Capital				5,792,155
Accumulated deficit				(792,587)
Total stockholders' deficit		5,000,008	5,000,006	5,000,009
As Previously Reported | Class A common stock
Stockholders' equity
Common stock				153
As Previously Reported | Class B common stock
Stockholders' equity
Common stock				288
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.25				14,558,048
Stockholders' equity
Additional Paid in Capital				(5,792,155)
Accumulated deficit				(8,765,750)
Total stockholders' deficit		$ (18,823,177)	$ (16,050,084)	(14,558,048)
Adjustments | Class A common stock
Stockholders' equity
Common stock				$ (143)

Revision of Previously Issued_5

Revision of Previously Issued Financial Statements - Condensed Statement Of Operations (Details) - $ / shares	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Condensed Statement Of Operations for the Period from July 27, 2020 (inception) through December 31, 2020
Basic net loss per share for the period from July 27, 2020 (inception) through December 31, 2020	$ (0.02)	$ 0.21	$ (0.28)	$ (0.07)
Diluted net loss per share for the period from July 27, 2020 (inception) through December 31, 2020	$ (0.02)	$ 0.21	(0.28)	$ (0.07)
As Previously Reported
Condensed Statement Of Operations for the Period from July 27, 2020 (inception) through December 31, 2020
Basic net loss per share for the period from July 27, 2020 (inception) through December 31, 2020			(0.28)
Diluted net loss per share for the period from July 27, 2020 (inception) through December 31, 2020			$ (0.28)

Revision of Previously Issued_6

Revision of Previously Issued Financial Statements - Additional information (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 26, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	$ (10,799,501)	$ (13,823,169)	$ (11,050,078)	$ (9,558,039)	$ (18,147)	$ 0
Minimum net tangible assets upon consummation of the Business Combination	5,000,001
Shares subject to possible redemption				11,500,000
Stockholders' equity threshold as shares not subject to redemption	5,000,000
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity		$ 5,000,008	$ 5,000,006	$ 5,000,009
Shares subject to possible redemption				10,077,239
As Previously Reported | Minimum
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	$ 5,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2021USD ($)shares
Federal Depository Insurance Coverage	$ 250,000
Offering costs	249,302
Other offering costs	8,211
Offering costs net	241,091
Unrecognized tax benefits	0
Accrued for interest and penalties	$ 0
Class A common stock
Common stock subject to forfeiture | shares	11,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Income (loss)	$ (43,147)	$ 3,026,639		$ (991,556)
Basic weighted average shares outstanding	2,500,000	2,875,000		2,875,000
Diluted weighted average shares outstanding	2,500,000	2,875,000		2,875,000
Basic net income (loss) per share	$ (0.02)	$ 0.21	$ (0.28)	$ (0.07)
Diluted net income (loss) per share	$ (0.02)	$ 0.21	$ (0.28)	$ (0.07)
Net income (loss) available to Class B common stock	$ (43,147)	$ 605,328		$ (198,311)
Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic weighted average shares outstanding		11,604,000		11,604,000
Diluted weighted average shares outstanding	0	11,604,000		11,604,000
Net income (loss) available to Class A common stock		$ 2,421,311		$ (793,245)
Basic net income (loss) per share		$ 0.21		$ (0.07)
Diluted net income (loss) per share	$ 0	$ 0.21		$ (0.07)
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Basic weighted average shares outstanding	2,500,000	2,875,000		2,875,000
Diluted weighted average shares outstanding	2,500,000	2,875,000		2,875,000
Basic net income (loss) per share	$ (0.02)	$ 0.21		$ (0.07)
Diluted net income (loss) per share	$ (0.02)	$ 0.21		$ (0.07)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 24, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Price per share		$ 10.25
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Price per share	$ 10
Number of warrants in a unit	0.75
Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Underwriters
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,500,000
Price per share	$ 10
Amount held in Trust		$ 117,848,550
Unit price		$ 10.25
Class A common stock | IPO
Subsidiary, Sale of Stock [Line Items]
Number of units issued	10,000,000
Price per share	$ 10
Number of shares in a unit	1
Common stock, par value	$ 0.0001
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Initial Public Offering - Warra

Initial Public Offering - Warrants (Details) - Warrants	9 Months Ended
	Sep. 30, 2021D$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days determining volume weighted average price	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	$ 9.20
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price 2	$ 18
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants | D	30
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants | D	20
Threshold business days before sending notice of redemption to warrant holders	30 days
Redemption period	3 days

Private Placement (Details)

Private Placement (Details) - USD ($)	Nov. 24, 2020	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination		30 days
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Threshold period in which the entity will redeem Public Shares if entity does not complete Business Combination		18 months
Threshold period in which the entity will waive its rights to liquidate distributions from the Trust Account if the Company fails to complete its initial Business Combination		18 months
Private Placement | Sponsor and one director
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued	6,481,550
Price of warrants	$ 1
Aggregate purchase price	$ 6,481,550

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Nov. 24, 2020$ / sharesshares	Aug. 31, 2020USD ($)$ / sharesshares	Sep. 30, 2020USD ($)shares	Sep. 30, 2021D$ / sharesshares	Dec. 31, 2020$ / sharesshares	Nov. 03, 2020shares	Oct. 22, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Price per share | $ / shares				$ 10.25
Underwriters
Related Party Transaction [Line Items]
Price per share | $ / shares	$ 10
Class B common stock
Related Party Transaction [Line Items]
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)				2,875,000	2,875,000
Class B common stock | Underwriters
Related Party Transaction [Line Items]
Maximum shares subject to forfeiture			375,000
Class B common stock | Founder Shares
Related Party Transaction [Line Items]
Shares no longer subject to forfeiture	375,000
Class B common stock | Founder Shares | Underwriters
Related Party Transaction [Line Items]
Maximum shares subject to forfeiture						375,000	375,000
Class B common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Price per share | $ / shares		$ 0.006
Number of shares issued		4,312,500
Common stock, par value | $ / shares		$ 0.0001
Number of shares forfeited						1,437,500	1,437,500
Common shares, shares outstanding (in shares)						2,875,000	2,875,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Administrative service fees incurred and accrued	$ 1,667	$ 1,667
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum amounts of transaction	300,000
Working Capital Loans
Related Party Transaction [Line Items]
Maximum amounts of transaction	0
Maximum loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1

Commitments - Underwriting Agre

Commitments - Underwriting Agreement (Details) - USD ($)	Nov. 24, 2020	Sep. 30, 2021	Dec. 31, 2020
COMMITMENTS
Deferred Underwriters' Discount		$ 4,025,000	$ 4,025,000
Underwriters
COMMITMENTS
Threshold period for option to purchase additional Units to cover over-allotments	30 days
Common stock, shares authorized	1,500,000
Unit price	$ 10
Number of units issued	1,500,000
Gross proceeds from sale of units	$ 15,000,000
Underwriting fee per unit	$ 0.20
Underwriting discount	$ 2,300,000
Underwriting commission paid in the form of units	$ 1,040,000
Number of units available	104,000
Underwriting commission paid in cash	$ 1,260,000
Deferred fee per unit	$ 0.35
Deferred Underwriters' Discount	$ 4,020,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Shares subject to possible redemption		11,500,000
Class A common stock
Class of Stock [Line Items]
Shares subject to possible redemption	11,500,000	11,500,000
Class A Common Stock [Member]
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	104,000	104,000
Common shares, shares outstanding (in shares)	104,000	104,000
Shares subject to possible redemption	11,500,000	11,500,000
Class B common stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	2,875,000	2,875,000
Common shares, shares outstanding (in shares)	2,875,000	2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Recurring - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Level 1 | Public Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account	$ 4,140,000
Level 3 | Public Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account		$ 4,053,750
Level 3 | Private Placement Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account		3,148,584
Level 3 | Private Placement
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities held in trust account	3,214,180
U.S. Mutual Funds held in Trust Account(1) | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets held in Trust Account	$ 117,858,560	$ 117,849,745

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stock price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.09	10
Stock price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		10
Exercise price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Exercise price | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		11.50
Term (in years) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input, Term	5 years	5 years
Term (in years) | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input, Term		252 days
Risk-free rate | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.98	0.36
Risk-free rate | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.36
Dividend yield | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0
Volatility | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11	13
Volatility | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		13

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Changes in Fair value of the beginning and ending for our warrant classified (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at December 31, 2020	$ 7,202,334
Public Warrants reclassified to level 1(1)	(4,571,250)
Change in fair value	1,508,916
Fair value as of June 30, 2021	$ 4,140,000