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 | NATURAL ORDER ACQUISITION CORP. | |
Trading Symbol | NOAC | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 on Form 10-Q/A (the “Form 10-Q/A”) amends the Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Original Report”) of Natural Order Acquisition Corp. (the “Company”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2021, to restate the financial statements as of and for the period ended September 30, 2021 included in the Original Report.Restatement BackgroundThe Company has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 13, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that 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, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata among all shares of common stock. This presentation contemplates a business combination as the most likely outcome, in which case, all shares of common stock participate pro rata in the income and losses of the Company.Therefore, on November 30, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of November 13, 2020 (the “Post IPO Balance Sheet”), as previously restated in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 24, 2021 (the “2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021; and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021, and in particular footnote 2 to those unaudited interim financial statements and Item 4 of Part I (items (i) and (ii) being referred to as the “2020 Affected Periods” , items (iii)-(v) being referred to as the “2021 Affected Periods” and collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company (a) restated the financial statements for the 2020 Affected Periods in an amendment to the 2020 Form 10-K/A No. 1 filed with the SEC on February 7, 2022 and (b) is restating the financial statements for the 2021 Affected Periods in this Form 10-Q/A. | |
Entity Central Index Key | 0001824888 | |
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 Incorporation, State or Country Code | DE | |
Entity File Number | 001-39690 | |
Entity Tax Identification Number | 85-2464911 | |
Entity Address, Address Line One | 30 Colpitts Road | |
Entity Address, City or Town | Weston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02493 | |
City Area Code | (617) | |
Local Phone Number | 395-1644 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 1,010,087 | $ 1,401,165 |
Prepaid expenses | 41,417 | 230,427 |
Total Current Assets | 1,051,504 | 1,631,592 |
Cash and investments held in Trust Account | 230,078,467 | 230,020,608 |
TOTAL ASSETS | 231,129,971 | 231,652,200 |
Current Liabilities | ||
Accrued expenses | 195,956 | 53,629 |
Total Current Liabilities | 195,956 | 53,629 |
Warrant liability | 3,536,000 | 5,780,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total Liabilities | 11,781,956 | 13,883,629 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, $0.0001 par value: 23,000,000 and 23,000,000 shares issues and outstanding at $10.00 per share at redemption value at September 30, 2021 and December 31, 2020, respectively | 230,000,000 | 230,000,000 |
Stockholders’ Equity/(Deficit) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,750,000 and 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 575 | 575 |
Additional paid-in capital | ||
Accumulated deficit | (10,652,560) | (12,232,004) |
Total Stockholders’ Equity/(Deficit) | (10,651,985) | (12,231,429) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | $ 231,129,971 | $ 231,652,200 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock possible redemption, shares | 23,000,000 | 23,000,000 |
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 23,000,000 | 23,000,000 |
Common stock subject to possible redemption, shares outstanding | 23,000,000 | 23,000,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,000 | $ 212,297 | $ 722,416 |
Income (Loss) from operations | (1,000) | (212,297) | (722,416) |
Other income: | |||
Change in fair value of warrant liability | 1,428,000 | 2,244,000 | |
Interest earned on investments held in Trust Account | 6,713 | 52,564 | |
Dividend income earned on investment held in Trust Account | 3,971 | 5,296 | |
Other income | 1,438,684 | 2,301,860 | |
Net income (loss) | $ (1,000) | $ 1,226,387 | $ 1,579,444 |
Redeemable common stock | |||
Other income: | |||
Weighted average shares outstanding of common stock (in Shares) | 5,000,000 | 28,750,000 | 28,750,000 |
Basic and diluted income per share, common stock (in Dollars per share) | $ 0.04 | $ 0.05 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 09, 2020 | ||||
Balance (in Shares) at Aug. 09, 2020 | ||||
Issuance of common stock to Initial Shareholders | $ 575 | 24,425 | 25,000 | |
Issuance of common stock to Initial Shareholders (in Shares) | 5,750,000 | |||
Net income (loss) | $ (1,000) | (1,000) | ||
Balance at Sep. 30, 2020 | $ 575 | 24,425 | (1,000) | 24,000 |
Balance (in Shares) at Sep. 30, 2020 | 5,750,000 | |||
Balance at Dec. 31, 2020 | $ 575 | (12,232,004) | (12,231,429) | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | |||
Net income (loss) | (134,442) | (134,442) | ||
Balance at Mar. 31, 2021 | $ 575 | (12,366,446) | (12,365,871) | |
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | |||
Net income (loss) | 487,499 | 487,499 | ||
Balance at Jun. 30, 2021 | $ 575 | (11,878,947) | (11,878,372) | |
Balance (in Shares) at Jun. 30, 2021 | 5,750,000 | |||
Net income (loss) | 1,226,387 | 1,226,387 | ||
Balance at Sep. 30, 2021 | $ 575 | $ (10,652,560) | $ (10,651,985) | |
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,000) | $ 1,579,444 |
Adjustments to reconcile net income(loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (52,564) | |
Dividend earned on investments held in Trust Account | (5,295) | |
Change in fair value of warrants | (2,244,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 189,010 | |
Accrued expenses | 1,000 | 142,327 |
Net cash used in operating activities | (391,078) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of issuance of common stock to Initial Stockholders | 25,000 | |
Proceeds from promissory notes – related party | 200,000 | |
Payment of deferred offering costs | (123,625) | |
Net cash provided by financing activities | 101,375 | |
Net Change in Cash | 101,375 | (391,078) |
Cash – Beginning of period | 1,401,165 | |
Cash – End of period | 101,375 | 1,010,087 |
Non-Cash Investing and Financing Activities: | ||
Deferred offering costs included in accrued offering costs | 47,450 | |
Deferred underwriting fee payable | $ 8,050,000 |
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 Natural Order Acquisition Corp. (the “Company”) was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from August 10, 2020 (inception) through December 31, 2020, and for the three and nine months ended September 30, 2021, relates to the Company’s formation and the initial public offering (“Initial Public Offering”) and expenses incurred in relation to the pursuit of a business combination, which are described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on November 10, 2020. On November 13, 2020 the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,800,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Natural Order Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,800,000, which is described in Note 4. Transaction costs amounted to $13,173,201, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $523,201 of other offering costs. Of these total transaction costs, $8,714 related to the issuance of the Private Warrants and were charged to expense and the remaining $13,164,487 were charged to temporary equity. Following the closing of the Initial Public Offering on November 13, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, in order for a public stockholder to have his shares redeemed for cash in connection with any proposed Business Combination, that public stockholder must vote either in favor of or against a proposed Business Combination. If a public stockholder fails to vote in favor of or against a proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his shares of Common Stock so redeemed to cash in connection with such Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until November 13, 2022 (the “Combination Period”) to complete a Business Combination. If the Company has not consummated a Business Combination by the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Initial Stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by November 13, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 13, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has concluded it should restate its previously issued financial statements to classify all common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments 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 its common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata among all shares of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case all shares of common stock participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, including the previously issued balance sheet as of November 13, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2020, and financial statements for the period from August 10, 2020 (inception) through December 31, 2020 included in the Company’s Form 10-K as amended, filed on May 24, 2021 (the “2020 Affected Periods”), as well as the unaudited interim financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021 and Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 (the “2021 Affected Periods”) and that those financial statements should no longer be relied upon . Therefore, the Company, in consultation with its Audit Committee, concluded that the 2020 Affected Periods and the 2021 Affected Periods should be restated to present all common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and to calculate earnings per share for all common shares take as a whole. As such, the Company is reporting these restatements to the 2021 Affected Periods in this restated quarterly report and reported the restatements for the 2020 Affected Periods under a separate Form 10-K/A. See also the changes made to the reconciliation table in Note 3 . The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 (Unaudited) As Reported Adjustment As Restated Common stock subject to possible redemption 212,634,120 17,365,880 230,000,000 Common stock 748 (173 ) 575 Additional paid-in capital 7,081,645 (7,081,645 ) - Accumulated deficit (2,082,384 ) (10,284,062 ) (12,366,446 ) Total stockholders’ equity (deficit) $ 5,000,009 (17,365,880 ) (12,365,871 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (Unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial classification of common stock subject to possible redemption 212,768,570 (212,768,570 ) — Change in the value of common stock subject to possible redemption (134,450 ) 134,450 — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 (Unaudited) As Reported Adjustment As Restated Common stock subject to possible redemption 213,121,620 16,878,380 230,000,000 Common stock 744 (169 ) 575 Additional paid-in capital 6,594,149 (6,594,149 ) - Accumulated deficit (1,594,885 ) (10,284,062 ) (11,878,947 ) Total stockholders’ equity (deficit) $ 5,000,008 (16,878,380 ) (11,878,372 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six Months ended June 30, 2021 (Unaudited) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial classification of common stock subject to possible redemption 218,650,790 (218,650,790 ) - Change in the value of common stock subject to possible redemption (5,882,220 ) 5,882,220 - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: Earnings Per Share Three Months Ended March 31, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock $ (0.01 ) 0.01 0.00 Weighted average shares outstanding - common stock non-redeemable 5,750,000 $ (5,750,000 ) — Basic and diluted earnings per share - common stock non-redeemable $ (0.02 ) N/A N/A Earnings Per Share Three Months Ended June 30, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock $ - 0.02 0.02 Weighted average shares outstanding - common stock non-redeemable 5,750,000 $ (5,750,000 ) $ - Basic and diluted earnings per share - common stock non-redeemable 0.08 N/A N/A Earnings Per Share Six Months ended June 30, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock 0.00 0.01 0.01 Weighted average shares outstanding - common stock non-redeemable 5,750,000 (5,750,000 ) — Basic and diluted earnings per share - common stock non-redeemable 0.06 N/A N/A |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on February 7, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements are the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,010,087 and $1,401,165 in cash as of September 30, 2021 and December 31, 2020, respectively. The Company did not have any cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021 or December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 U.S. treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption, if any, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Common stock issued in the IPO features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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. At September 30, 2021, the common stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants(1) (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value(1) 26,044,487 Common stock subject to redemption $ 230,000,000 (1) The amounts previously reported in our Original 10-Q for Proceeds allocated to Public Warrants and Accretion of carrying value to redemption value have been changed by (6,440,000) and 6,440,000, respectively, netting to zero. This change has no impact on any amounts reported in the condensed balance sheet as of September 30, 2021, or on the condensed statements of operations, changes in stockholders’ equity/(deficit), or cash flows for the periods then ended. Offering Costs Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the common stock issued were charged against the carrying value of the common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $ 161,000 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata among all shares of common stock. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the respective period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 14,900,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and for the period from August 10, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2021 and 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Warrant Liability 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 ordinary shares, 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 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 each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of September 30, 2021 and December 31, 2020, the Public Warrants met all of the criteria for equity classification whereas the Private Warrants did not. See Note 8 for further discussion of the methodology used to determine the fair value of warrants classified as liability-classified instruments. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if- converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has not early adopted ASU 2020-06 effective January 1, 2021, but the Company intends to adopt on January 1, 2022. The Company does not expect the adoption of ASU 2020-06 to have a material impact on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's 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 Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one-half share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,800,000 Private Warrants at a price of $1.00 per Private Warrant for $6,800,000. Each Private Warrant is exercisable to purchase one-half share of common stock at a price of $11.50 per share, subject to the same adjustment mechanism that applies to the Public Warrants (see Note 7). The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants will be exercisable for cash (even if a registration statement covering the issuance of the common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 6 — RELATED PARTIES Founder Shares In August 2020, the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (the “Founder Shares”) for an aggregate purchase price of $25,000. In October 2020, the Sponsor transferred 100,000 Founder Shares to certain officers and each director. On November 5, 2020, the Sponsor effected a cancellation and surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in a decrease in the number of shares of common stock outstanding from 7,187,500 to 5,750,000 shares. The Founder Shares included an aggregate of 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 750,000 Founder Shares were no longer subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on November 10, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of a Business Combination. The Company will cease to pay such fees upon the consummation of a Business Combination. For the three months and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000, respectively, in fees for these services of which $20,000 is included in accrued expenses in the accompanying condensed balance sheet. As of December 31, 2020, amounts accrued under this agreement were equal to $20,000 of which $10,000 was included in accrued expenses in the accompanying condensed balance sheet. Promissory Notes — Related Party In August 2020, the Company entered into unsecured promissory notes (the “Promissory Notes”) with affiliates of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) the completion of the Initial Public Offering or (ii) the date on which the Company determined not to conduct the Initial Public Offering. The outstanding balance under the Promissory Note of $200,000 was repaid at the closing of the Initial Public Offering on November 13, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or an affiliate of the Initial Stockholders, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At September 30, 2021 and December 31, 2020, no amounts were outstanding under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on November 10, 2020, the holders of the Founder Shares, Private Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration and stockholder rights. 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 Founder 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 consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock — Common stock Public Warrants No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time while the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the 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 Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of shares of common stock at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the common stock issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, 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 Market Value and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021 assets held in the Trust Account were comprised of $ 1,11 0 230,07 7,357 The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at September 30, 2021 and December 31, 2020 are as follows: September 30, 2021 Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (matures 12/2/2021) 1 $ 230,077,357 $ (954 ) $ 230,076,403 Liabilities Private Warrants 3 $ 3,536,000 December 31, 2020 Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (Matured on 2/11/2021) 1 $ 230,019,766 $ 3,451 $ 230,023,217 Liabilities Private Warrants 3 $ 5,780,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers during the period. The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. Fair Value Measurement The Private Warrants are measured at fair value on a recurring basis, using a Black-Scholes Model and are considered Level 3 liabilities with inherent uncertainties involved. If factors or assumptions change, the estimated fair values could be materially different.. The key inputs into the Black-Scholes Model for the Private Warrants were as follows: September 30, December 31, Risk-free interest rate 1.08 % 0.49 % Expected term (years) 5 5 Expected volatility 15.4 % 22.0 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.81 $ 10.03 Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liability: Warrant Warrant liability on August 10, 2020 $ - Issuance of Private Warrants 3,944,000 Change in fair value of warrant liability 1,836,000 Fair value as of December 31, 2020 5,780,000 Change in fair value of warrant liability (68,000 ) Fair value as of March 31, 2021 5,712,000 Change in fair value of warrant liability (748,000 ) Fair value as of June 30, 2021 4,964,000 Change in fair value of warrant liability (1,428,000 ) Fair value as of September 30, 2021 3,536,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on February 7, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements are the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,010,087 and $1,401,165 in cash as of September 30, 2021 and December 31, 2020, respectively. The Company did not have any cash equivalents, outside of the funds held in the Trust Account, as of September 30, 2021 or December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 U.S. treasury securities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption, if any, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Common stock issued in the IPO features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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. At September 30, 2021, the common stock reflected in the condensed balance sheet is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants(1) (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value(1) 26,044,487 Common stock subject to redemption $ 230,000,000 (1) The amounts previously reported in our Original 10-Q for Proceeds allocated to Public Warrants and Accretion of carrying value to redemption value have been changed by (6,440,000) and 6,440,000, respectively, netting to zero. This change has no impact on any amounts reported in the condensed balance sheet as of September 30, 2021, or on the condensed statements of operations, changes in stockholders’ equity/(deficit), or cash flows for the periods then ended. |
Offering Costs | Offering Costs Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the common stock issued were charged against the carrying value of the common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $ 161,000 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata among all shares of common stock. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the respective period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 14,900,000 shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and for the period from August 10, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2021 and 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
Warrant Liability | Warrant Liability 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 ordinary shares, 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 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 each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of September 30, 2021 and December 31, 2020, the Public Warrants met all of the criteria for equity classification whereas the Private Warrants did not. See Note 8 for further discussion of the methodology used to determine the fair value of warrants classified as liability-classified instruments. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if- converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has not early adopted ASU 2020-06 effective January 1, 2021, but the Company intends to adopt on January 1, 2022. The Company does not expect the adoption of ASU 2020-06 to have a material impact on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of revision of previously issued financial statements | As of March 31, 2021 (Unaudited) As Reported Adjustment As Restated Common stock subject to possible redemption 212,634,120 17,365,880 230,000,000 Common stock 748 (173 ) 575 Additional paid-in capital 7,081,645 (7,081,645 ) - Accumulated deficit (2,082,384 ) (10,284,062 ) (12,366,446 ) Total stockholders’ equity (deficit) $ 5,000,009 (17,365,880 ) (12,365,871 ) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial classification of common stock subject to possible redemption 212,768,570 (212,768,570 ) — Change in the value of common stock subject to possible redemption (134,450 ) 134,450 — As of June 30, 2021 (Unaudited) As Reported Adjustment As Restated Common stock subject to possible redemption 213,121,620 16,878,380 230,000,000 Common stock 744 (169 ) 575 Additional paid-in capital 6,594,149 (6,594,149 ) - Accumulated deficit (1,594,885 ) (10,284,062 ) (11,878,947 ) Total stockholders’ equity (deficit) $ 5,000,008 (16,878,380 ) (11,878,372 ) As Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial classification of common stock subject to possible redemption 218,650,790 (218,650,790 ) - Change in the value of common stock subject to possible redemption (5,882,220 ) 5,882,220 - |
Schedule of weighted average shares outstanding and basic and diluted earnings per common share | Earnings Per Share Three Months Ended March 31, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock $ (0.01 ) 0.01 0.00 Weighted average shares outstanding - common stock non-redeemable 5,750,000 $ (5,750,000 ) — Basic and diluted earnings per share - common stock non-redeemable $ (0.02 ) N/A N/A Earnings Per Share Three Months Ended June 30, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock $ - 0.02 0.02 Weighted average shares outstanding - common stock non-redeemable 5,750,000 $ (5,750,000 ) $ - Basic and diluted earnings per share - common stock non-redeemable 0.08 N/A N/A Earnings Per Share Six Months ended June 30, 2021 (Unaudited) As Reported Adjustment As Restated Weighted average shares outstanding - common stock 23,000,000 5,750,000 28,750,000 Basic and diluted earnings per share - common stock 0.00 0.01 0.01 Weighted average shares outstanding - common stock non-redeemable 5,750,000 (5,750,000 ) — Basic and diluted earnings per share - common stock non-redeemable 0.06 N/A N/A |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of common stock reflected in condensed balance sheet is reconciled | Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants(1) (12,880,000 ) Common stock issuance costs (13,164,487 ) Plus: Accretion of carrying value to redemption value(1) 26,044,487 Common stock subject to redemption $ 230,000,000 (1) The amounts previously reported in our Original 10-Q for Proceeds allocated to Public Warrants and Accretion of carrying value to redemption value have been changed by (6,440,000) and 6,440,000, respectively, netting to zero. This change has no impact on any amounts reported in the condensed balance sheet as of September 30, 2021, or on the condensed statements of operations, changes in stockholders’ equity/(deficit), or cash flows for the periods then ended. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross holding gains and fair value of held-to-maturity securities | September 30, 2021 Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (matures 12/2/2021) 1 $ 230,077,357 $ (954 ) $ 230,076,403 Liabilities Private Warrants 3 $ 3,536,000 December 31, 2020 Held-To-Maturity Level Amortized Gross Fair Value Assets U.S. Treasury Securities (Matured on 2/11/2021) 1 $ 230,019,766 $ 3,451 $ 230,023,217 Liabilities Private Warrants 3 $ 5,780,000 |
Schedule of measured at fair value on a recurring basis | September 30, December 31, Risk-free interest rate 1.08 % 0.49 % Expected term (years) 5 5 Expected volatility 15.4 % 22.0 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.81 $ 10.03 Dividend yield 0.0 % 0.0 % |
Schedule of changes in the fair value of warrant liability | Warrant Warrant liability on August 10, 2020 $ - Issuance of Private Warrants 3,944,000 Change in fair value of warrant liability 1,836,000 Fair value as of December 31, 2020 5,780,000 Change in fair value of warrant liability (68,000 ) Fair value as of March 31, 2021 5,712,000 Change in fair value of warrant liability (748,000 ) Fair value as of June 30, 2021 4,964,000 Change in fair value of warrant liability (1,428,000 ) Fair value as of September 30, 2021 3,536,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 13, 2020 | Sep. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of shares (in Shares) | 23,000,000 | |
Sale of stock, per share (in Dollars per share) | $ 10 | |
Underwriting fees | $ 4,600,000 | |
Deferred underwriting fees | 8,050,000 | |
Other offering costs | 523,201 | |
Private warrants and charged expense | $ 13,164,487 | |
Net assets held in trust account percentage | 80.00% | |
Net tangible assets of business combination | $ 5,000,001 | |
Aggregate of public shares | 20.00% | |
Redemption of public share, percentage | 100.00% | |
Interest to pay dissolution expenses | $ 100,000 | |
Public share price (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Initial public offering (in Shares) | 23,000,000 | |
Over-allotment, shares (in Shares) | 3,000,000 | |
Price per unit (in Dollars per share) | $ 10 | $ 10 |
Generating gross proceeds | $ 230,000,000 | |
Net proceeds | $ 230,000,000 | |
Share price (in Dollars per share) | $ 10 | |
Private Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of shares (in Shares) | 6,800,000 | |
Sale of stock, per share (in Dollars per share) | $ 1 | |
Generating gross proceeds | $ 6,800,000 | |
Transaction costs amount | $ 8,714 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction costs amount | $ 13,173,201 | |
Business combination percentage of voting securities | 50.00% |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | Sep. 30, 2021USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible asset | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of revision of previously issued financial statements - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
As Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of revision of previously issued financial statements [Line Items] | ||
Common stock subject to possible redemption | $ 213,121,620 | $ 212,634,120 |
Common stock | 744 | 748 |
Additional paid-in capital | 6,594,149 | 7,081,645 |
Accumulated deficit | (1,594,885) | (2,082,384) |
Total stockholders’ equity (deficit) | 5,000,008 | 5,000,009 |
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial classification of common stock subject to possible redemption | 218,650,790 | 212,768,570 |
Change in the value of common stock subject to possible redemption | (5,882,220) | (134,450) |
Adjustment [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of revision of previously issued financial statements [Line Items] | ||
Common stock subject to possible redemption | 16,878,380 | 17,365,880 |
Common stock | (169) | (173) |
Additional paid-in capital | (6,594,149) | (7,081,645) |
Accumulated deficit | (10,284,062) | (10,284,062) |
Total stockholders’ equity (deficit) | (16,878,380) | (17,365,880) |
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial classification of common stock subject to possible redemption | (218,650,790) | (212,768,570) |
Change in the value of common stock subject to possible redemption | 5,882,220 | 134,450 |
As Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of revision of previously issued financial statements [Line Items] | ||
Common stock subject to possible redemption | 230,000,000 | 230,000,000 |
Common stock | 575 | 575 |
Additional paid-in capital | ||
Accumulated deficit | (11,878,947) | (12,366,446) |
Total stockholders’ equity (deficit) | (11,878,372) | (12,365,871) |
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial classification of common stock subject to possible redemption | ||
Change in the value of common stock subject to possible redemption |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common share - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common share [Line Items] | |||
Weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 |
Basic and diluted earnings per share | $ (0.01) | $ 0 | |
Weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Basic and diluted earnings per share | $ 0.08 | $ (0.02) | $ 0.06 |
Adjustment [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common share [Line Items] | |||
Weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Basic and diluted earnings per share | $ 0.02 | $ 0.01 | $ 0.01 |
Weighted average shares outstanding | (5,750,000) | (5,750,000) | (5,750,000) |
Basic and diluted earnings per share | |||
As Restated [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of weighted average shares outstanding and basic and diluted earnings per common share [Line Items] | |||
Weighted average shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 |
Basic and diluted earnings per share | $ 0.02 | $ 0 | $ 0.01 |
Weighted average shares outstanding | |||
Basic and diluted earnings per share |
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 | $ 1,010,087 | $ 1,401,165 |
Federal depository insurance | 250,000 | |
Deferred tax asset | $ 161,000 | $ 21,678 |
Private Placement [Member] | Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of common shares to be issued by warrants (in Shares) | 14,900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in condensed balance sheet is reconciled | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Schedule of common stock reflected in condensed balance sheet is reconciled [Abstract] | ||
Gross Proceeds | $ 230,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (12,880,000) | [1] |
Common stock issuance costs | (13,164,487) | |
Plus: | ||
Accretion of carrying value to redemption value | 26,044,487 | [1] |
Common stock subject to redemption | $ 230,000,000 | |
[1] | The amounts previously reported in our Original 10-Q for Proceeds allocated to Public Warrants and Accretion of carrying value to redemption value have been changed by (6,440,000) and 6,440,000, respectively, netting to zero. This change has no impact on any amounts reported in the condensed balance sheet as of September 30, 2021, or on the condensed statements of operations, changes in stockholders’ equity/(deficit), or cash flows for the periods then ended. |
Initial Public Offering (Detail
Initial Public Offering (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | shares | 23,000,000 |
Sale of stock price per unit | $ / shares | $ 10 |
Public Warrant [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock price per unit | $ / shares | $ 11.5 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | shares | 3,000,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate of private placement shares (in Shares) | shares | 6,800,000 |
Price per warrant | $ 1 |
Aggregate of purchase price (in Dollars) | $ | $ 6,800,000 |
Common stock at a price per share | $ 11.5 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Nov. 13, 2020 | Nov. 10, 2020 | Nov. 05, 2020 | Aug. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Parties (Details) [Line Items] | ||||||||
Services fees | $ 30,000 | $ 90,000 | ||||||
Accrued expenses | $ 10,000 | 20,000 | ||||||
Aggregate principal amount | $ 200,000 | |||||||
Outstanding balance under the promissory note | $ 200,000 | |||||||
Working capital loans borrowable from promissory notes | $ 500,000 | $ 500,000 | ||||||
Accrued amount | $ 20,000 | |||||||
Business Combination [Member] | ||||||||
Related Parties (Details) [Line Items] | ||||||||
Business combination into warrants at a price (in Dollars per share) | $ 1 | $ 1 | ||||||
Founder Shares [Member] | ||||||||
Related Parties (Details) [Line Items] | ||||||||
Share issued (in Shares) | 7,187,500 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Transferred shares (in Shares) | 100,000 | |||||||
Surrender shares (in Shares) | 1,437,500 | |||||||
Aggregate shares (in Shares) | 750,000 | |||||||
Common stock outstanding percentage | 20.00% | |||||||
Shares subject to forfeiture (in Shares) | 750,000 | |||||||
Founder shares description | The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||
Maximum [Member] | Founder Shares [Member] | ||||||||
Related Parties (Details) [Line Items] | ||||||||
Share issued (in Shares) | 7,187,500 | |||||||
Minimum [Member] | Founder Shares [Member] | ||||||||
Related Parties (Details) [Line Items] | ||||||||
Share issued (in Shares) | 5,750,000 | |||||||
Sponsor [Member] | ||||||||
Related Parties (Details) [Line Items] | ||||||||
Office space, utilities and secretarial support paid per month | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2021USD ($)$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred fee per unit | $ / shares | $ 0.35 |
Aggregate commitment | $ | $ 8,050,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock authorized to issue | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Common stock subject to possible redemption | 23,000,000 | 23,000,000 |
Warrants, description | Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. | |
Redemption public warrant | The Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●at any time while the warrants become exercisable; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; ●if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the issuance of the 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. | |
Business Combination [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Additional issued common stock, shares related description | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, 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 Market Value and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held-in-trust | $ 1,110 | $ 842 |
U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held-in-trust | $ 230,077,357 | $ 230,019,766 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of gross holding gains and fair value of held-to-maturity securities - USD ($) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Level 1 [Member] | U.S. Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-To-Maturity | U.S. Treasury Securities (Matured on 2/11/2021) | U.S. Treasury Securities (matures 12/2/2021) |
Amortized Cost | $ 230,019,766 | $ 230,077,357 |
Gross Holding Loss | 3,451 | (954) |
Fair Value | $ 230,023,217 | $ 230,076,403 |
Private Warrants [Member] | Level 3 [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-To-Maturity | Private Warrants | Private Warrants |
Fair Value | $ 5,780,000 | $ 3,536,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Schedule of measured at fair value on a recurring basis [Abstract] | ||
Risk-free interest rate | 0.49% | 1.08% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 22.00% | 15.40% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 10.03 | $ 9.81 |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability - USD ($) | 3 Months Ended | 5 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in the fair value of warrant liability [Abstract] | ||||
Warrant liability on August 10, 2020 | ||||
Fair value, Beginning | $ 4,964,000 | $ 5,712,000 | $ 5,780,000 | |
Issuance of Private Warrants | 3,944,000 | |||
Change in fair value of warrant liability | (1,428,000) | (748,000) | (68,000) | 1,836,000 |
Fair value, Ending | $ 3,536,000 | $ 4,964,000 | $ 5,712,000 | $ 5,780,000 |