Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | VIVEON HEALTH ACQUISITION CORP. | |
Trading Symbol | VHAQ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 25,156,250 | |
Amendment Flag | false | |
Entity Central Index Key | 0001823857 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39827 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2788202 | |
Entity Address, Address Line One | c/o Gibson, Deal & Fletcher, PCSpalding Exchange | |
Entity Address, Address Line Two | 3953 Holcomb Bridge Road | |
Entity Address, Address Line Three | Suite 200 | |
Entity Address, City or Town | Norcross | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30092 | |
City Area Code | (404) | |
Local Phone Number | -861-5393 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | [1] |
Assets: | |||
Cash and cash equivalents | $ 575,250 | $ 3,096,956 | |
Prepaid expenses | 196,140 | 660,695 | |
Total current assets: | 771,390 | 3,757,651 | |
Investment held in Trust Account | 203,277,865 | 203,262,660 | |
Total Assets | 204,049,255 | 207,020,311 | |
Current liabilities: | |||
Accrued costs and expenses | 179,527 | 958,292 | |
Other payable - related party | 364,880 | ||
Promissory note - related party | 228,758 | ||
Due to related party | 175,806 | 5,806 | |
Total current liabilities: | 355,333 | 1,557,736 | |
Deferred underwriting fee | 7,043,750 | 7,043,750 | |
Warrant liability | 4,672,727 | 10,763,361 | |
Total Liabilities | 12,071,810 | 19,364,847 | |
Commitments (see Note 6) | |||
Common Stock subject to possible redemption, 20,125,000 shares at redemption value | 203,262,500 | 203,262,500 | |
Stockholders’ Deficit | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock not subject to possible redemption, $0.0001 par value; 60,000,000 shares authorized; 5,031,250 issued and outstanding (excluding 20,125,000 shares subject to redemption) | 503 | 503 | |
Additional paid-in capital | |||
Accumulated deficit | (11,285,558) | (15,607,539) | |
Total Stockholders’ Deficit | (11,285,055) | (15,607,036) | |
Total Liabilities and Stockholders’ Deficit | $ 204,049,255 | $ 207,020,311 | |
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) | Sep. 30, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock subject to possible redemption shares | 20,125,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 60,000,000 |
Common stock, shares issued | 5,031,250 |
Common stock, shares outstanding | 5,031,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
Formation and operating costs | $ 467 | $ 788,688 | $ 1,758,245 |
Loss from Operations | (467) | (788,688) | (1,758,245) |
Interest earned on investments held in Trust Account | 5,124 | 15,205 | |
Interest earned on bank account | 25 | 136 | |
Change in fair value of warrant liability | 1,959,088 | 6,090,634 | |
Net income (loss) | $ (467) | $ 1,175,549 | $ 4,347,730 |
Weighted average shares outstanding, basic and diluted (in Shares) | 4,375,000 | 24,150,000 | 24,150,000 |
Basic and diluted net loss per common share (in Dollars per share) | $ 0 | $ 0.05 | $ 0.18 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Aug. 06, 2020 | |||||
Balance (in Shares) at Aug. 06, 2020 | |||||
Common stock issued to founders | $ 503 | 24,497 | 25,000 | ||
Common stock issued to founders (in Shares) | 5,031,250 | ||||
Net income (loss) | (467) | (467) | |||
Balance at Sep. 30, 2020 | $ 503 | 24,497 | (467) | 24,533 | |
Balance (in Shares) at Sep. 30, 2020 | 5,031,250 | ||||
Balance at Dec. 31, 2020 | [1] | $ 503 | (15,607,539) | (15,607,036) | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 5,031,250 | |||
Net income (loss) | 3,581,333 | 3,581,333 | |||
Balance at Mar. 31, 2021 | [1] | $ 503 | (12,051,955) | (12,051,452) | |
Balance (in Shares) at Mar. 31, 2021 | [1] | 5,031,250 | |||
Deferred offering costs | (25,749) | (25,749) | |||
Net income (loss) | (409,152) | (409,152) | |||
Balance at Jun. 30, 2021 | [1] | $ 503 | (12,461,107) | (12,460,604) | |
Balance (in Shares) at Jun. 30, 2021 | [1] | 5,031,250 | |||
Net income (loss) | 1,175,549 | 1,175,549 | |||
Balance at Sep. 30, 2021 | $ 503 | $ (11,285,558) | $ (11,285,055) | ||
Balance (in Shares) at Sep. 30, 2021 | 5,031,250 | ||||
[1] | As restated due to the review of the treatment of public shares subject to redemption (see Note 2). |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (467) | $ 4,347,730 |
Interest earned on investments held in Trust Account | (15,205) | |
Change in fair value of warrant liability | (6,090,634) | |
Changes in operating assets and liabilities | ||
Prepaid expenses | 464,555 | |
Accrued costs and expenses | 467 | (778,765) |
Due to related party | 170,000 | |
Net cash used in operating activities | (1,902,319) | |
Cash Flows from Financing Activities: | ||
Payment of promissory note - related party | (228,758) | |
Payment of other payable - related party | (364,880) | |
Offering costs paid | (25,749) | |
Net cash used in financing activities | (619,387) | |
Net Change in Cash | (2,521,706) | |
Cash - Beginning of period | 3,096,956 | |
Cash - End of period | 575,250 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of common stock | 25,000 | |
Deferred offering costs paid by Sponsor under the promissory note | $ 100,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Viveon Health Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware company on August 7, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). The Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities from August 7, 2020 (inception) through September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. The Company does not expect to generate any operating revenues until after the completion of our Business Combination. The Company generates non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. The Company incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. The Company’s sponsor is Viveon Health, LLC, a Delaware limited liability company (the “Sponsor”). Upon closing of the IPO and the sale of the Over-Allotment Units, $203,262,500 (approximately $10.10 per Unit) from net offering proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of (1) the completion of the Company’s initial Business Combination within 15 months and (2) the Company’s redemption of 100% of the outstanding public shares if the Company has not completed a business combination in the required time period. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing 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 commissions) 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”). In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide its public stockholders with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. If enough stockholders tender their shares so that the Company is unable to satisfy any applicable closing condition set forth in the definitive agreement related to its initial Business Combination, or the Company is unable to maintain net tangible assets of at least $5,000,001, the Company will not consummate such initial Business Combination. The decision as to whether it will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company based on a variety of factors such as the timing of the transaction or whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company provides stockholders with the opportunity to sell their shares to it by means of a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. If the Company seeks stockholder approval of its initial Business Combination, the Company will consummate the business combination only if a majority of the outstanding shares of common stock present in person or by proxy at a meeting of the Company are voted in favor of the business combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in this offering, without the Company’s prior consent. The Company’s sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provide its public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company is unable to complete 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 five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that its initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of the Company’s remaining holders of common stock and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of 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 IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails. Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 prospective partner company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of September 30, 2021, the Company had $575,250 of cash and cash equivalents held outside the Trust Account available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of September 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. The Company anticipates that the $575,250 outside of the Trust Account as of September 30, 2021, will be not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Public common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Public common stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity. The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. In connection with the change in presentation for the Public common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses share pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: December 28, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 159,276,593 $ 6,359,743 $ 165,636,336 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (9,545,048 ) $ (9,545,048 ) Immediate accretion to redemption value $ — $ 20,658,712 $ 20,658,712 Total common stock subject to possible redemption $ 159,276,593 $ 17,473,407 $ 176,750,000 Common stock $ 676 $ (173 ) $ 503 Additional paid-in capital $ 5,664,423 $ (5,664,423 ) $ — Accumulated deficit $ (665,090 ) $ (11,808,811 ) $ (12,473,901 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (17,473,407 ) $ (12,473,398 ) December 31, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Accretion of common stock to redemption amount, as restated $ — $ (13,817,883 ) $ (13,817,883 ) Total stockholders' equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 March 31, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Common stock subject to possible redemption $ 186,211,044 $ 4,270,743 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 186,211,044 $ 17,051,456 $ 203,262,500 Common stock $ 672 $ (169 ) $ 503 Additional paid-in capital $ 3,232,152 $ (3,232,152 ) $ — Retained earnings (accumulated deficit) $ 1,767,180 $ (13,819,135 ) $ (12,051,955 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (17,051,456 ) $ (12,051,452 ) March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 7,067,639 13,057,361 20,125,000 Basic and diluted net income per share $ 0.51 $ (0.36 ) $ 0.15 Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,088,611 (14,063,611 ) 4,025,000 Basic and diluted net income per share $ 0.00 $ 0.15 $ 0.15 March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Changes in Stockholders Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Change in common stock subject to possible redemption $ (3,555,588 ) $ 3,555,588 $ — Total stockholders' equity (deficit) $ 5,000,004 $ (17,051,456 ) $ (12,051,452 ) March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 3,555,588 $ (3,555,588 ) $ — June 30, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Common stock subject to possible redemption $ 185,801,895 $ 4,679,892 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 185,801,895 $ 17,460,605 $ 203,262,500 Common stock $ 676 $ (173 ) $ 503 Additional paid-in capital $ 3,641,297 $ (3,641,297 ) $ — Retained earnings (accumulated deficit) $ 1,358,028 $ (13,819,135 ) $ (12,461,107 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 6,719,958 13,405,042 20,125,000 Basic and diluted net loss per share $ (0.06 ) $ 0.04 $ (0.02 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,436,292 (14,411,292 ) 4,025,000 Basic and diluted net income (loss) per share $ 0.00 $ (0.02 ) $ (0.02 ) Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 6,892,838 13,232,162 20,125,000 Basic and diluted net income per share $ 0.46 $ (0.33 ) $ 0.13 Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,263,412 (14,238,412 ) 4,025,000 Basic and diluted net income per share $ 0.00 $ 0.13 $ 0.13 June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Changes in Stockholders Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Change in common stock subject to possible redemption $ 409,149 $ (409,149 ) $ — Total stockholders' equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) Condensed Statement of Changes in Stockholders Equity (Deficit) for the Six Months Ended June 30, 2021 (unaudited) Change in common stock subject to possible redemption $ (3,146,439 ) $ 3,146,439 $ — Total stockholders' equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 3,146,439 $ (3,146,439 ) $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates reflected in the Company’s condensed financial statements include, but are not limited to, the fair value of the warrant liability. Accordingly, the 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. The cash equivalents in the amount of $500,444 and $3,092,771, were held in money market funds as of September 30, 2021 and December 31, 2020, respectively. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,277,865 and $203,262,660 were held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date for Private Warrants while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the redeemable common stock reflected in the condensed balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three-month period ending 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 de minimis for the period from January 1, 2021 through September 30, 2021. Net Income Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the period from Redeemable Nonredeemable Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income per share: Numerator: Net income (loss) $ 979,624 $ 195,925 $ 3,623,108 $ 724,622 $ — $ (467 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 20,125,000 4,025,000 — 4,375,000 Basic and diluted earnings per common share $ 0.05 $ 0.05 $ 0.18 $ 0.18 $ 0.00 $ 0.00 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance 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. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Recent Accounting Standards The Company 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 [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING On December 28, 2020, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. On December 28, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 18,000,000 warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate), each exercisable to purchase one-half of a share common stock at a price of $11.50 per whole share, in a Private Placement that closed simultaneously with the closing of this offering. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,593,750 shares of common stock, par value $0.0001 (the “Founder Shares”). On December 3, 2020, the Company declared a share dividend of 0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020 the Company declared a share dividend of 0.03 resulting in 5,031,250 shares which includes an aggregate of up to 656,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, and up to an aggregate of 1,006,250 shares of common stock (or 875,000 shares of common stock to the extent that the underwriters’ over-allotment is not exercised, pro rata) that are subject to forfeiture to the extent that rights are exercised upon consummation of an initial business combination. In connection with the underwriters’ fully exercise of their over-allotment option on (see Note 4), the 656,250 shares were no longer subject to forfeiture. The founder shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating in the Private Placement of the Private Warrants, officers, directors, stockholders, employees and members of the Company’s sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s initial business combination, in each case (except for clause 9 or with the Company’s prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter. Promissory Note - Related Party The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, the Company paid the $228,758 balance on the note from the proceeds of the IPO. As of September 30, 2021, the Company had no balance under the Note. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of the Company’s initial business combination, without interest. As of and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities and secretarial support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company has incurred $180,000 and accrued $170,000 of administrative service fees for the nine months ended and any unpaid amounts are accrued in Due to related party. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Underwriting Agreement The underwriters were entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $7,043,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the Company’s insider shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Warrants (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock Common stock Rights |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its public warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. The Company may call the warrants for redemption (except the Private Warrants): ● 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, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the time the warrants are called for redemption, its cash needs at such time and concerns regarding dilutive share issuances. If (x) the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Private Warrants The Private Warrants are identical to the warrants sold as part of the public units in this offering except that the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, if public units or shares of common stock are purchased by any of the directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption rights related thereto. At September 30, 2021, there were 20,125,000 Public Warrants and 18,000,000 Private Warrants out standing. The Company accounts for the Public Warrants and Private Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, the Private Warrants must be recorded as a liability. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at , and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Level 1 Level 2 Level 3 Assets Mutual Funds held in Trust Account $ 203,277,865 $ 203,277,865 $ — $ — $ 203,277,865 $ 203,277,865 $ — $ — Liabilities Private Warrant Liability $ 4,672,727 $ — $ — $ 4,672,727 $ 4,672,727 $ — $ — $ 4,672,727 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 were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Private Warrants on December 28, 2020, the date of the Company’s Initial Public Offering, and revalued on December 31, 2020 and on September 30, 2021, using a Monte Carlo simulation model. The Warrants were classified as Level 3 at the initial measurement date, on December 31, 2020 and on September 30, 2021 due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation as of December 31, 2020 and September 30, 2021 were as follows: Inputs December 31, As of Risk-free interest rate 0.52 % 1.06 % Expected term remaining (years) 6.12 5.50 Expected volatility 24.2 % 10.9 % Stock price $ 9.625 $ 9.990 The change in the fair value of the Private Warrant liability for the period ended September 30, 2021 is summarized as follows: Private Fair value as of December 31, 2020 $ 10,763,361 Change in fair value (3,897,673 ) Fair value as of March 31, 2021 6,865,688 Change in fair value (233,873 ) Fair value as of June 30, 2021 6,631,815 Change in fair value (1,959,088 ) Fair value as of September 30, 2021 $ 4,672,727 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on July 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates reflected in the Company’s condensed financial statements include, but are not limited to, the fair value of the warrant liability. Accordingly, the 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. The cash equivalents in the amount of $500,444 and $3,092,771, were held in money market funds as of September 30, 2021 and December 31, 2020, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in mutual funds which invest in U.S. Treasury securities. The mutual fund assets in the amount of $203,277,865 and $203,262,660 were held in the Trust Account as of September 30, 2021 and December 31, 2020, respectively. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date for Private Warrants while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and recorded as a warrant liability. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 20,125,000 shares of redeemable common stock sold as part of the Units in the Initial Public Offering and subsequent full exercise of the underwriters’ over-allotment option contain a redemption feature which allows for the redemption of such redeemable common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated articles of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the redeemable common stock reflected in the condensed balance sheet are reconciled in the following table: Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three-month period ending 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 de minimis for the period from January 1, 2021 through September 30, 2021. |
Net Income Per Common Share | Net Income Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The calculation of diluted loss per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 19,062,500 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended For the period from Redeemable Nonredeemable Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income per share: Numerator: Net income (loss) $ 979,624 $ 195,925 $ 3,623,108 $ 724,622 $ — $ (467 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 20,125,000 4,025,000 — 4,375,000 Basic and diluted earnings per common share $ 0.05 $ 0.05 $ 0.18 $ 0.18 $ 0.00 $ 0.00 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the warrant liability) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. As the warrants meet the definition of a derivative the warrants are measured at fair value at issuance 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. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the IPO and the Private Placement, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. |
Recent Accounting Standards | Recent Accounting Standards The Company 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of restatement of balance sheet | December 28, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 159,276,593 $ 6,359,743 $ 165,636,336 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (9,545,048 ) $ (9,545,048 ) Immediate accretion to redemption value $ — $ 20,658,712 $ 20,658,712 Total common stock subject to possible redemption $ 159,276,593 $ 17,473,407 $ 176,750,000 Common stock $ 676 $ (173 ) $ 503 Additional paid-in capital $ 5,664,423 $ (5,664,423 ) $ — Accumulated deficit $ (665,090 ) $ (11,808,811 ) $ (12,473,901 ) Total stockholders’ equity (deficit) $ 5,000,009 $ (17,473,407 ) $ (12,473,398 ) December 31, 2020 As Previously Adjustments As Restated Balance Sheet Common stock subject to possible redemption $ 182,655,456 $ 7,826,331 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 182,655,456 $ 20,607,044 $ 203,262,500 Common stock $ 707 $ (204 ) $ 503 Additional paid-in capital $ 6,813,454 $ (6,813,454 ) $ — Accumulated deficit $ (1,814,153 ) $ (13,793,386 ) $ (15,607,539 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) March 31, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Common stock subject to possible redemption $ 186,211,044 $ 4,270,743 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 186,211,044 $ 17,051,456 $ 203,262,500 Common stock $ 672 $ (169 ) $ 503 Additional paid-in capital $ 3,232,152 $ (3,232,152 ) $ — Retained earnings (accumulated deficit) $ 1,767,180 $ (13,819,135 ) $ (12,051,955 ) Total stockholders’ equity (deficit) $ 5,000,004 $ (17,051,456 ) $ (12,051,452 ) June 30, 2021 As Previously Adjustments As Restated Condensed Balance Sheet (unaudited) Common stock subject to possible redemption $ 185,801,895 $ 4,679,892 $ 190,481,787 Allocation of underwriter’s discounts, offering costs and deferred fees to common stock $ — $ (11,174,137 ) $ (11,174,137 ) Immediate accretion to redemption value $ — $ 23,954,850 $ 23,954,850 Total common stock subject to possible redemption $ 185,801,895 $ 17,460,605 $ 203,262,500 Common stock $ 676 $ (173 ) $ 503 Additional paid-in capital $ 3,641,297 $ (3,641,297 ) $ — Retained earnings (accumulated deficit) $ 1,358,028 $ (13,819,135 ) $ (12,461,107 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) |
Schedule of restatement of operations | December 31, 2020 As Previously Adjustments As Restated Statement of Operations for the period from August 7, 2020 (Inception) to Basic and diluted weighted average shares outstanding - redeemable common stock 343,634 (206,729 ) 136,905 Basic and diluted net income (loss) per share - redeemable common stock $ 0.00 $ (0.74 ) $ (0.74 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 4,413,429 (2,082,689 ) 2,330,740 Basic and diluted net loss per share - nonredeemable common stock $ (0.41 ) $ (0.33 ) $ (0.74 ) March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 7,067,639 13,057,361 20,125,000 Basic and diluted net income per share $ 0.51 $ (0.36 ) $ 0.15 Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,088,611 (14,063,611 ) 4,025,000 Basic and diluted net income per share $ 0.00 $ 0.15 $ 0.15 June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 6,719,958 13,405,042 20,125,000 Basic and diluted net loss per share $ (0.06 ) $ 0.04 $ (0.02 ) Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,436,292 (14,411,292 ) 4,025,000 Basic and diluted net income (loss) per share $ 0.00 $ (0.02 ) $ (0.02 ) Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding - redeemable common stock 6,892,838 13,232,162 20,125,000 Basic and diluted net income per share $ 0.46 $ (0.33 ) $ 0.13 Basic and diluted weighted average shares outstanding - nonredeemable common stock 18,263,412 (14,238,412 ) 4,025,000 Basic and diluted net income per share $ 0.00 $ 0.13 $ 0.13 |
Schedule of restatement of changes in stockholders’ equity (Deficit) | December 31, 2020 As Previously Adjustments As Restated Statement of Changes in Stockholders’ Equity (Deficit) for the period from Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value $ 175,000,000 $ (175,000,000 ) $ — Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value $ 26,250,000 $ (26,250,000 ) $ — Offering costs $ (11,805,383 ) $ 11,805,383 $ — The maximum number of redeemable shares $ (182,655,456 ) $ 182,655,456 $ — Accretion of common stock to redemption amount, as restated $ — $ (13,817,883 ) $ (13,817,883 ) Total stockholders' equity (deficit) $ 5,000,008 $ (20,607,044 ) $ (15,607,036 ) March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Changes in Stockholders Equity (Deficit) for the Three Months Ended March 31, 2021 (unaudited) Change in common stock subject to possible redemption $ (3,555,588 ) $ 3,555,588 $ — Total stockholders' equity (deficit) $ 5,000,004 $ (17,051,456 ) $ (12,051,452 ) June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Changes in Stockholders Equity (Deficit) for the Three Months Ended June 30, 2021 (unaudited) Change in common stock subject to possible redemption $ 409,149 $ (409,149 ) $ — Total stockholders' equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) Condensed Statement of Changes in Stockholders Equity (Deficit) for the Six Months Ended June 30, 2021 (unaudited) Change in common stock subject to possible redemption $ (3,146,439 ) $ 3,146,439 $ — Total stockholders' equity (deficit) $ 5,000,001 $ (17,460,605 ) $ (12,460,604 ) |
Schedule of restatement of cash flows | December 31, 2020 As Previously Adjustments As Restated Statement of Cash Flows for the period from August 7, 2020 (Inception) to Initial classification of common stock subject to possible redemption $ 182,655,456 $ (182,655,456 ) $ — Accretion of common stock subject to redemption to redemption value $ — $ 23,954,850 $ 23,954,850 March 31, 2021 As Previously Adjustments As Restated Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 3,555,588 $ (3,555,588 ) $ — June 30, 2021 As Previously Adjustments As Restated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) Supplemental disclosures of non-cash investing and financing activities Change in value of common stock subject to possible redemption $ 3,146,439 $ (3,146,439 ) $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of redeemable common stock reflected in the condensed balance sheet | Allocated Fair Value of Proceeds $ 190,481,787 Less: Issuance costs allocated to redeemable common stock (11,174,137 ) Plus: Accretion of carrying value to redemption value 23,954,850 Common stock subject to possible redemption $ 203,262,500 |
Schedule of reflects the calculation of basic and diluted net income per common stock | Three Months Ended Nine Months Ended For the period from Redeemable Nonredeemable Redeemable Nonredeemable Redeemable Nonredeemable Basic and diluted net income per share: Numerator: Net income (loss) $ 979,624 $ 195,925 $ 3,623,108 $ 724,622 $ — $ (467 ) Denominator: Weighted Average Common Stock 20,125,000 4,025,000 20,125,000 4,025,000 — 4,375,000 Basic and diluted earnings per common share $ 0.05 $ 0.05 $ 0.18 $ 0.18 $ 0.00 $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | September 30, Level 1 Level 2 Level 3 Assets Mutual Funds held in Trust Account $ 203,277,865 $ 203,277,865 $ — $ — $ 203,277,865 $ 203,277,865 $ — $ — Liabilities Private Warrant Liability $ 4,672,727 $ — $ — $ 4,672,727 $ 4,672,727 $ — $ — $ 4,672,727 |
Schedule of key inputs into the Monte Carlo simulation | Inputs December 31, As of Risk-free interest rate 0.52 % 1.06 % Expected term remaining (years) 6.12 5.50 Expected volatility 24.2 % 10.9 % Stock price $ 9.625 $ 9.990 |
Schedule of change in fair value of private placement warrant liabilities | Private Fair value as of December 31, 2020 $ 10,763,361 Change in fair value (3,897,673 ) Fair value as of March 31, 2021 6,865,688 Change in fair value (233,873 ) Fair value as of June 30, 2021 6,631,815 Change in fair value (1,959,088 ) Fair value as of September 30, 2021 $ 4,672,727 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |
Maturity term | 180 days |
Initial business combination percentage of trust account | 80.00% |
Percentage of outstanding voting securities | 50.00% |
Business combination net tangible assets (in Dollars) | $ 5,000,001 |
Aggregate percent of shares sold | 20.00% |
Redemption of public shares percentage | 100.00% |
Outstanding public shares percentage | 100.00% |
Cash held outside of trust account (in Dollars) | $ 575,250 |
IPO [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Cash in trust (in Dollars) | $ 203,262,500 |
Redemption value, per unit (in Dollars per share) | $ / shares | $ 10.1 |
Redemption percentage of outstanding public shares | 100.00% |
Cash and Cash Equivalents [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Cash held outside of trust account (in Dollars) | $ 575,250 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Sep. 30, 2021USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 28, 2020 |
As Previously Reported [Member] | ||||
Balance Sheet | ||||
Common stock subject to possible redemption | $ 185,801,895 | $ 186,211,044 | $ 182,655,456 | $ 159,276,593 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | ||||
Immediate accretion to redemption value | ||||
Total common stock subject to possible redemption | 185,801,895 | 186,211,044 | 182,655,456 | 159,276,593 |
Common stock | 676 | 672 | 707 | 676 |
Additional paid-in capital | 3,641,297 | 3,232,152 | 6,813,454 | 5,664,423 |
Retained earnings (accumulated deficit) | 1,358,028 | 1,767,180 | (1,814,153) | (665,090) |
Total stockholders’ equity (deficit) | 5,000,001 | 5,000,004 | 5,000,008 | 5,000,009 |
Adjustments [Member] | ||||
Balance Sheet | ||||
Common stock subject to possible redemption | 4,679,892 | 4,270,743 | 7,826,331 | 6,359,743 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | (11,174,137) | (11,174,137) | (11,174,137) | (9,545,048) |
Immediate accretion to redemption value | 23,954,850 | 23,954,850 | 23,954,850 | 20,658,712 |
Total common stock subject to possible redemption | 17,460,605 | 17,051,456 | 20,607,044 | 17,473,407 |
Common stock | (173) | (169) | (204) | (173) |
Additional paid-in capital | (3,641,297) | (3,232,152) | (6,813,454) | (5,664,423) |
Retained earnings (accumulated deficit) | (13,819,135) | (13,819,135) | (13,793,386) | (11,808,811) |
Total stockholders’ equity (deficit) | (17,460,605) | (17,051,456) | (20,607,044) | (17,473,407) |
As Restated [Member] | ||||
Balance Sheet | ||||
Common stock subject to possible redemption | 190,481,787 | 190,481,787 | 190,481,787 | 165,636,336 |
Allocation of underwriter’s discounts, offering costs and deferred fees to common stock | (11,174,137) | (11,174,137) | (11,174,137) | (9,545,048) |
Immediate accretion to redemption value | 23,954,850 | 23,954,850 | 23,954,850 | 20,658,712 |
Total common stock subject to possible redemption | 203,262,500 | 203,262,500 | 203,262,500 | 176,750,000 |
Common stock | 503 | 503 | 503 | 503 |
Additional paid-in capital | ||||
Retained earnings (accumulated deficit) | (12,461,107) | (12,051,955) | (15,607,539) | (12,473,901) |
Total stockholders’ equity (deficit) | $ (12,460,604) | $ (12,051,452) | $ (15,607,036) | $ (12,473,398) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of operations - $ / shares | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
As Previously Reported [Member] | Redeemable Common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted weighted average shares outstanding - redeemable common stock | 6,719,958 | 7,067,639 | 343,634 | 6,892,838 |
Basic and diluted net income (loss) per share | $ (0.06) | $ 0.51 | $ 0 | $ 0.46 |
As Previously Reported [Member] | Nonredeemable common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted net income (loss) per share | $ 0 | $ 0 | $ (0.41) | $ 0 |
Basic and diluted weighted average shares outstanding - nonredeemable common stock | 18,436,292 | 18,088,611 | 4,413,429 | 18,263,412 |
Adjustments [Member] | Redeemable Common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted weighted average shares outstanding - redeemable common stock | 13,405,042 | 13,057,361 | (206,729) | 13,232,162 |
Basic and diluted net income (loss) per share | $ 0.04 | $ (0.36) | $ (0.74) | $ (0.33) |
Adjustments [Member] | Nonredeemable common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted net income (loss) per share | $ (0.02) | $ 0.15 | $ (0.33) | $ 0.13 |
Basic and diluted weighted average shares outstanding - nonredeemable common stock | (14,411,292) | (14,063,611) | (2,082,689) | (14,238,412) |
As Restated [Member] | Redeemable Common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted weighted average shares outstanding - redeemable common stock | 20,125,000 | 20,125,000 | 136,905 | 20,125,000 |
Basic and diluted net income (loss) per share | $ (0.02) | $ 0.15 | $ (0.74) | $ 0.13 |
As Restated [Member] | Nonredeemable common stock [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Basic and diluted net income (loss) per share | $ (0.02) | $ 0.15 | $ (0.74) | $ 0.13 |
Basic and diluted weighted average shares outstanding - nonredeemable common stock | 4,025,000 | 4,025,000 | 2,330,740 | 4,025,000 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 28, 2020 | |
As Previously Reported [Member] | |||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) [Line Items] | |||||
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | $ 175,000,000 | ||||
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | 26,250,000 | ||||
Offering costs | (11,805,383) | ||||
The maximum number of redeemable shares | (182,655,456) | ||||
Accretion of common stock to redemption amount, as restated | |||||
Total stockholders' equity (deficit) | $ 5,000,001 | $ 5,000,004 | 5,000,008 | $ 5,000,001 | $ 5,000,009 |
Change in common stock subject to possible redemption | 409,149 | (3,555,588) | (3,146,439) | ||
Adjustments [Member] | |||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) [Line Items] | |||||
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | (175,000,000) | ||||
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | (26,250,000) | ||||
Offering costs | 11,805,383 | ||||
The maximum number of redeemable shares | 182,655,456 | ||||
Accretion of common stock to redemption amount, as restated | (13,817,883) | ||||
Total stockholders' equity (deficit) | (17,460,605) | (17,051,456) | (20,607,044) | (17,460,605) | $ (17,473,407) |
Change in common stock subject to possible redemption | (409,149) | 3,555,588 | 3,146,439 | ||
As Restated [Member] | |||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) [Line Items] | |||||
Sale of 17,500,000 Units and 18,000,000 Private Placement Warrants on December 28, 2020 net of fair value | |||||
Sale of 2,625,000 Units on December 30, 2020 through over-allotment net of fair value | |||||
Offering costs | |||||
The maximum number of redeemable shares | |||||
Accretion of common stock to redemption amount, as restated | (13,817,883) | ||||
Total stockholders' equity (deficit) | (12,460,604) | (12,051,452) | $ (15,607,036) | (12,460,604) | |
Change in common stock subject to possible redemption |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) (Parentheticals) | 5 Months Ended |
Dec. 31, 2020shares | |
As Previously Reported [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
Adjustments [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
As Restated [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of changes in stockholders’ equity (Deficit) (Parentheticals) [Line Items] | |
Sales units | 17,500,000 |
Private placement warrants of net of fair value | 18,000,000 |
Sale of units over-allotment net of fair value | 2,625,000 |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of cash flows - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
As Previously Reported [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Initial classification of common stock subject to possible redemption | $ 182,655,456 | ||
Accretion of common stock subject to redemption to redemption value | |||
Change in value of common stock subject to possible redemption | $ 3,555,588 | $ 3,146,439 | |
Adjustment [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Initial classification of common stock subject to possible redemption | (182,655,456) | ||
Accretion of common stock subject to redemption to redemption value | 23,954,850 | ||
Change in value of common stock subject to possible redemption | (3,555,588) | (3,146,439) | |
As Restated [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Initial classification of common stock subject to possible redemption | |||
Accretion of common stock subject to redemption to redemption value | $ 23,954,850 | ||
Change in value of common stock subject to possible redemption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash equivalents | $ 500,444 | $ 3,092,771 |
Mutual fund assets held in trust account | $ 203,277,865 | $ 203,262,660 |
Redeemable common stock, shares (in Shares) | 20,125,000 | |
Offering costs | $ 11,830,356 | |
Underwriting fee | 4,025,000 | |
Deferred underwriting fees | 7,043,750 | |
Other offering costs | $ 761,606 | |
Warrants exercisable to purchase shares of common stock (in Shares) | 19,062,500 | |
Federal depository insurance coverage amount | $ 250,000 | |
Public Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 631,246 | |
Public Warrants and Private Placement Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | 24,973 | |
Redeemable Common stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 11,174,137 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of redeemable common stock reflected in the condensed balance sheet | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of redeemable common stock reflected in the condensed balance sheet [Abstract] | |
Allocated Fair Value of Proceeds | $ 190,481,787 |
Less: | |
Issuance costs allocated to redeemable common stock | (11,174,137) |
Plus: | |
Accretion of carrying value to redemption value | 23,954,850 |
Common stock subject to possible redemption | $ 203,262,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of reflects the calculation of basic and diluted net income per common stock - $ / shares | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Redeemable Common Stock [Member] | |||
Numerator: | |||
Net income (loss) | $ 979,624 | $ 3,623,108 | |
Denominator: | |||
Weighted Average Common Stock (in Shares) | 20,125,000 | 20,125,000 | |
Basic and diluted earnings per common share | $ 0 | $ 0.05 | $ 0.18 |
Nonredeemable Common Stock [Member] | |||
Numerator: | |||
Net income (loss) | $ (467) | $ 195,925 | $ 724,622 |
Denominator: | |||
Weighted Average Common Stock (in Shares) | 4,375,000 | 4,025,000 | 4,025,000 |
Basic and diluted earnings per common share | $ 0 | $ 0.05 | $ 0.18 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended |
Dec. 28, 2020USD ($)$ / sharesshares | |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 17,500,000 |
Share Price (in Dollars per share) | $ / shares | $ 10 |
Sale of stock Description | Each Unit consists of one share of Common Stock, par value $0.0001 per share, one redeemable warrant (the “Public Warrants”) and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 2,625,000 |
Gross proceeds (in Dollars) | $ | $ 26,250,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of warrants purchased (in Shares) | shares | 18,000,000 |
Price per warrant | $ 0.5 |
Proceeds from issuance of warrants (in Dollars) | $ | $ 9,000,000 |
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2020 | Dec. 30, 2020 | Dec. 22, 2020 | Aug. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Shares outstanding | 4,887,500 | |||||
Shares cancellation common stock subject to forfeiture | 656,250 | |||||
Incurred of administrative service fees (in Dollars) | $ 180,000 | |||||
Accruedof administrative service fees (in Dollars) | $ 170,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Payment to sponsor (in Dollars) | $ 25,000 | |||||
Price per share paid (in Dollars per share) | $ 0.007 | |||||
Consideration shares | 3,593,750 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Share dividend | 0.36 | 0.03 | ||||
Aggregate shares | 5,031,250 | |||||
Shares subject to forfeiture | 656,250 | |||||
Aggregate share of common stock | 1,006,250 | |||||
Founder shares related, description | 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s initial business combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate share of common stock | 875,000 | |||||
Shares cancellation common stock subject to forfeiture | 656,250 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Expenses related to IPO (in Dollars) | $ 500,000 | |||||
IPO [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Promissory note amount (in Dollars) | 228,758 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Payment for office space (in Dollars) | $ 20,000 |
Commitments (Details)
Commitments (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting fee description | The underwriters were entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $7,043,750 in the aggregate. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Description of common stock | Holders are entitled to one vote for each share of common stock. | |
Common Stock, Shares Issued | 5,031,250 | |
Common stock, shares outstanding | 5,031,250 | |
Common stock subject to possible redemption shares | 20,125,000 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Warrants (Details) [Line Items] | |
Description of public warrants | Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its public warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. |
Warrants redemption, description | ●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, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Equity linked securities, Description | If (x) the Company issues additional shares of 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 $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by its board of directors, and in the case of any such issuance to its sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding | 20,125,000 |
Private Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding | 18,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | $ 203,277,865 |
Total liabilities | 4,672,727 |
Mutual Funds held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | 203,277,865 |
Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total liabilities | 4,672,727 |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | 203,277,865 |
Total liabilities | |
Level 1 [Member] | Mutual Funds held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | 203,277,865 |
Level 1 [Member] | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total liabilities | |
Level 2 [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | |
Total liabilities | |
Level 2 [Member] | Mutual Funds held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | |
Level 2 [Member] | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total liabilities | |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | |
Total liabilities | 4,672,727 |
Level 3 [Member] | Mutual Funds held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total assets | |
Level 3 [Member] | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Total liabilities | $ 4,672,727 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of key inputs into the Monte Carlo simulation - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of key inputs into the Monte Carlo simulation [Abstract] | ||
Risk-free interest rate | 0.52% | 1.06% |
Expected term remaining (years) | 6 years 1 month 13 days | 5 years 6 months |
Expected volatility | 24.20% | 10.90% |
Stock price (in Dollars per share) | $ 9.625 | $ 9.99 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in fair value of private placement warrant liabilities - Private Placement Warrants [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of change in fair value of private placement warrant liabilities [Line Items] | |||
Fair value, Beginning Balance | $ 6,631,815 | $ 6,865,688 | $ 10,763,361 |
Change in fair value | (1,959,088) | (233,873) | (3,897,673) |
Fair value, Ending Balance | $ 4,672,727 | $ 6,631,815 | $ 6,865,688 |