Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 18, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | LIGHTJUMP ACQUISITION CORP | |
Trading Symbol | LJAQ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 17,370,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001825437 | |
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 | 001-39869 | |
Entity Tax Identification Number | 85-2402980 | |
Entity Address, Address Line One | 2735 Sand Hill Road | |
Entity Address, Address Line Two | Suite 110 | |
Entity Address, City or Town | Menlo Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94025 | |
City Area Code | (650) | |
Local Phone Number | 515-3930 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 219,458 | $ 6,139 |
Deferred offering costs | 306,259 | |
Prepaid expenses | 136,592 | |
Total current assets | 356,050 | 312,398 |
Investment held in Trust Account | 138,009,840 | |
Total Assets | 138,365,890 | 312,398 |
Current liabilities: | ||
Accrued offering costs | 5,000 | |
Accrued operating expenses | 834,039 | |
Promissory note - related party | 125,000 | 125,000 |
Due to related party | 10,000 | 170,000 |
Total current liabilities | 969,039 | 300,000 |
Warrant liability | 2,447,545 | |
Total liabilities | 3,416,584 | 300,000 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 13,800,000 shares and 0 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively | 138,000,000 | |
Stockholders’ (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 99,000,000 shares authorized; 3,570,000 shares issued and outstanding (excluding 13,800,000 shares and 0 shares subject to possible redemption as of September 30, 2021 and December 31, 2020, respectively) | 357 | 357 |
Additional paid-in capital | 25,843 | |
Accumulated deficit | (3,051,051) | (13,802) |
Total Stockholders’ (Deficit) Equity | (3,050,694) | 12,398 |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 138,365,890 | $ 312,398 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 13,800,000 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 99,000,000 | 99,000,000 |
Common stock, shares issued | 3,570,000 | 3,570,000 |
Common stock, shares outstanding | 3,570,000 | 3,570,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
Formation and operating costs | $ 11,816 | $ 332,832 | $ 1,370,234 |
Loss from operations | (11,816) | (332,832) | (1,370,234) |
Other income (expense) | |||
Change in fair value of warrant liability | 1,197,427 | 1,414,192 | |
Trust interest income | 3,479 | 9,840 | |
Total other income | 1,200,906 | 1,424,032 | |
Net loss | $ (11,816) | $ 868,074 | $ 53,798 |
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 13,800,000 | 13,224,176 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.05 | $ 0 | |
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | 3,450,000 | 3,570,000 | 3,546,923 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.05 | $ 0 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 28, 2020 | ||||
Balance (in Shares) at Jul. 28, 2020 | ||||
Sale of Founder Shares to Sponsor | $ 345 | 24,655 | 25,000 | |
Sale of Founder Shares to Sponsor (in Shares) | 3,450,000 | |||
Net income (loss) | (11,816) | (11,816) | ||
Balance at Sep. 30, 2020 | $ 345 | (11,816) | 13,184 | |
Balance (in Shares) at Sep. 30, 2020 | 3,450,000 | |||
Balance at Dec. 31, 2020 | $ 357 | 25,843 | (13,802) | 12,398 |
Balance (in Shares) at Dec. 31, 2020 | 3,570,000 | |||
Sale of 4,210,000 Private Placement Warrants, net of fair value of warrant liability | 348,263 | 348,263 | ||
Sale of 4,210,000 Private Placement Warrants, net of fair value of warrant liability (in Shares) | ||||
Remeasurement of common stock subject to possible redemption (As Restated, See Note 2) | (374,106) | (3,091,047) | (3,465,153) | |
Net income (loss) | 53,798 | 53,798 | ||
Balance at Sep. 30, 2021 | $ 357 | (3,051,051) | (3,050,694) | |
Balance (in Shares) at Sep. 30, 2021 | 3,570,000 | |||
Balance at Jun. 30, 2021 | $ 357 | (3,919,125) | (3,918,768) | |
Balance (in Shares) at Jun. 30, 2021 | 3,570,000 | |||
Net income (loss) | 868,074 | 868,074 | ||
Balance at Sep. 30, 2021 | $ 357 | $ (3,051,051) | $ (3,050,694) | |
Balance (in Shares) at Sep. 30, 2021 | 3,570,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement warrants | 4,210,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ (11,816) | $ 53,798 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liability | (1,414,192) | |
Interest earned on cash and marketable securities held in Trust Account | (9,840) | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (136,592) | |
Accrued operating expenses | 11,816 | 834,039 |
Due to related party | (160,000) | |
Net cash used in operating activities | (832,787) | |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust | (138,000,000) | |
Net cash used in investing activities | (138,000,000) | |
Cash flows used by financing activities: | ||
Proceeds from initial public offering, net of underwriters’ fees | 135,240,000 | |
Proceeds from issuance of Private Placement Warrants | 4,210,000 | |
Payment of deferred offering costs | (403,894) | |
Proceeds from initial stockholder | 25,000 | |
Net cash used by financing activities | 25,000 | 139,046,106 |
Net change in cash | 25,000 | 213,319 |
Cash, beginning of the period | 6,139 | |
Cash, end of the period | 25,000 | 219,458 |
Supplemental disclosure of noncash investing and financing activities: | ||
Initial value of common stock subject to possible redemption | 138,000,000 | |
Initial classification of warrant liability | 3,531,517 | |
Deferred offering costs included in accrued offering costs and expense | $ 161,484 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General LightJump Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Company on July 28, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not commenced any operations. All activity from July 28, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (“IPO”) and will recognize changes in the fair value of its warrant liability as other income (expense). The Company’s sponsor is LightJump One Founders, LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 8, 2021 (the “Effective Date”). On January 12, 2021, the Company consummated the IPO of 12,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, generating gross proceeds of $120,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,850,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant (the “Private Placement”), which is discussed in Note 5. On January 15, 2021, the underwriters exercised the over-allotment option in full to purchase 1,800,000 Units (the “Over-allotment Units”), generating aggregate gross proceeds of $18,000,000. Simultaneously with the closing of the sale of the Over-allotment Units, the Company consummated the sale of an additional 360,000 Private Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $360,000. Transaction costs of the IPO including the exercise of over-allotment amounted to $3,465,153 consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs. Trust Account Following the closing of the IPO on January 12, 2021 and the exercise of over-allotment on January 15, 2021, $138,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from this Initial Public Offering will not be released from the trust account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company are unable to complete its initial business combination in the required time period. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the Initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). In connection with any proposed initial Business Combination, the Company will either (1) seek stockholder approval of such initial Business Combination at a meeting called for such purpose at which public stockholder may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide its public stockholder with the opportunity to sell their public shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If the Company determines to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholder to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholder to sell their shares to the Company in a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, without the Company’s prior consent. The Company’s sponsor, officers and directors (the “initial stockholder”) have agreed not to propose any amendment to Amended and Restated Certificate of Incorporation that would affect the Company’s public stockholder’s ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of its public shares if the Company does not complete a business combination within 18 months from the closing of the IPO (the “Combination Period”) unless the Company provides its public stockholder with the opportunity to convert their shares of common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding public shares. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to the Company (net of taxes payable), 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholder and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims. The Company’s initial stockholder agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholder acquires public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a Business Combination during the Combination Period. Liquidity and Capital Resources As of September 30, 2021, the Company had $219,458 in its operating bank account and a working capital deficit of $612,989. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) in exchange for the Founder Shares to cover certain offering costs, and a loan under an unsecured promissory note from the Sponsor of $125,000 (see Note 6). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. The Company believes that it could incur additional fees associated with transaction expenses and it may be required to request additional funding from the Sponsor, which is not obligated to do so. The Company believes that the Sponsor is adequately capitalized to provide the associated funds in the form of a loan to the Company at any time the Company requests the funds. Since the Sponsor is not obligated to provide the source of funds that may be needed, the Company may not be able to obtain the additional financing required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the next 12 months from the date of issuance of this report, if a business combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets of the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating 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. |
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 In the Company’s previously issued financial statements, a portion of the Company’s public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there are sufficient Public Shares that do not redeem at the merger and so the Company classified a portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-S99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to the previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of January 12, 2021, March 31, 2021 and June 30, 2021 should be restated to report all public shares as temporary equity due to a misapplication in the guidance around complex accounting for financial instruments. As such the Company is restating those periods in this Quarterly Report. Impact of the Restatement The following tables summarize the effect of the restatement on each balance sheet line item, statement of operations line item, statement of cash flows line item, and statement of changes in stockholders’ equity as of the dates indicated: As Reported Adjustment As Restated Balance Sheet as of January 12, 2021 Common Stock subject to possible redemption ($) $ 112,670,938 $ 7,329,062 $ 120,000,000 Common stock, $0.0001 par value 430 (73 ) 357 Additional Paid in Capital 5,012,678 (5,012,678 ) - Accumulated Deficit (13,106 ) (2,316,311 ) (2,329,417 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,329,062 ) $ (2,329,060 ) Number of shares subject to redemption 11,267,094 732,906 12,000,000 Number of shares not subject to redemption 4,302,906 (732,906 ) 3,570,000 As Reported Adjustment As Restated Financial Statements as of March 31, 2021 Condensed Balance Sheet (unaudited) Common Stock subject to possible redemption ($) $ 130,949,480 $ 7,050,520 $ 138,000,000 Common stock, $0.0001 par value 428 (71 ) 357 Additional Paid in Capital 3,959,402 (3,959,402 ) - Accumulated Deficit 1,040,177 (3,091,047 ) (2,050,870 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (7,050,520 ) $ (2,050,513 ) Number of shares subject to redemption 13,094,948 705,052 13,800,000 Number of shares not subject to redemption 4,275,052 (705,052 ) 3,570,000 Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 11,267,094 766,614 12,033,708 Basic and diluted net income per share $ 0.00 $ 0.07 $ 0.07 Weighted average shares outstanding, non-redeemable common stock 5,663,329 (2,182,992 ) 3,480,337 Basic and diluted net income per share $ 0.19 $ (0.12 ) $ 0.07 Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited) Common Stock - Shares 4,275,052 (705,052 ) 3,570,000 Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs $ 134,534,487 $ (134,534,847 ) $ - Reclassification of common stock subject to possible redemption $ (130,949,480 ) $ 130,949,480 $ - Remeasurement of common stock subject to possible redemption $ - $ (3,465,153 ) $ (3,465,153 ) Additional paid-in capital $ 3,959,402 $ (3,959,402 ) $ - Accumulated deficit $ 1,040,177 $ (3,091,047 ) $ (2,050,870 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (7,050,520 ) $ (2,050,513 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Initial value of common stock subject to possible redemption $ 112,670,938 $ 25,329,062 $ 138,000,000 Change in value of common stock subject to possible redemption $ 18,278,542 $ (18,278,542 ) $ - As Reported Adjustment As Restated Financial Statements as of June 30, 2021 Condensed Balance Sheet (unaudited) Common Stock subject to possible redemption ($) $ 129,081,231 $ 8,918,769 $ 138,000,000 Common stock, $0.0001 par value 447 (89 ) 358 Additional Paid in Capital 5,827,632 (5,827,632 ) - Accumulated Deficit (828,078 ) (3,091,048 ) (3,919,126 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (8,918,770 ) $ (3,918,769 ) Number of shares subject to redemption 12,908,123 891,877 13,800,000 Number of shares not subject to redemption 4,461,877 (891,877 ) 3,570,000 Condensed Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 13,094,948 705,052 13,800,000 Basic and diluted net loss per share $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding, non-redeemable common stock 4,275,052 (705,052 ) 3,570,000 Basic and diluted net loss per share $ (0.44 ) $ 0.33 $ (0.11 ) Condensed Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 12,256,286 670,381 12,926,667 Basic and diluted net loss per share $ 0.00 $ (0.05 ) $ (0.05 ) Weighted average shares outstanding, non-redeemable common stock 4,955,257 (1,429,590 ) 3,525,667 Basic and diluted net loss per share $ (0.16 ) $ 0.11 $ (0.05 ) Condensed Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 (unaudited) Common Stock - Shares 4,461,877 (891,877 ) 3,570,000 Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs $ 134,534,847 $ (134,534,847 ) - Reclassification of common stock subject to possible redemption $ (129,081,231 ) $ 129,081,231 - Remeasurement of common stock subject to possible redemption $ - $ (3,465,153 ) (3,465,153 ) Additional paid-in capital $ 5,827,632 $ (5,827,632 ) - Accumulated Deficit $ (828,078 ) $ (3,091,048 ) (3,919,126 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (8,918,770 ) (3,918,769 ) Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Initial value of common stock subject to possible redemption $ 112,670,938 $ 25,329,062 $ 138,000,000 Change in value of common stock subject to possible redemption $ 16,410,293 $ (16,410,293 ) $ - (1) The changes to the Common stock, Additional Paid-in Capital, Accumulated Deficit and Total Stockholders’ Equity (Deficit) line items shown in the Balance Sheet are also included in the restatement to the Statement of Changes in Stockholders’ Equity |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 3 — Basis of Presentation and 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 (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 12, 2021, as well as the Company’s Current Reports on Form 8-K. 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 Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents at September 30, 2021 or December 31, 2020. Investment in Trust Account The proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination within 18 months from the closing of our initial public offering. At September 30, 2021, the assets held in the Trust Account consisted of mutual funds in the amount of $138,009,840 and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax obligations for the period from July 28, 2020 to September 30, 2021. The mutual funds held in the Trust Account were available for sale and reported at fair value. The carrying value and fair value of mutual funds held in Trust Account on September 30, 2021 are as follows: Carrying Fair U.S. Money Market $ 138,009,840 $ 138,009,840 Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. The Company did not include the warrants as they are anti-dilutive. As a result, diluted income per share is the same as basic income per share for the period presented. For the For the Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption $ 689,662 $ 42,420 Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,224,176 Basic and diluted net income per share, redeemable common stock $ 0.05 $ 0.00 Non-redeemable common shares Numerator: Net income allocable to common stock not subject to redemption $ 178,412 $ 11,378 Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,546,923 Basic and diluted net income per share, common stock $ 0.05 $ 0.00 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. The Company determined the Public Warrants qualified for equity treatment, and accordingly, as of September 30, 2021, offering costs in the aggregate of $3,465,153 have been charged to stockholders’ equity (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs). Warrant Liability The Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 3 and 4) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants 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, such 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, such 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 liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 7 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants. The Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the nine months ended September 30, 2021. Recently Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 12,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock, par value $0.0001 per share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. On January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. The proceeds of $18,000,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting fees. The underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO and over-allotment, or $2,760,000 in the aggregate. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 3,850,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,850,000, in a private placement. The proceeds from the private placement of the Private Warrants were added to the proceeds of this Initial Public Offering and placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete an initial business combination within 18 months from the closing of this Initial Public Offering, the proceeds from the sale of the Private Warrants will be included in the liquidating distribution to our public stockholders and the Private Warrants will be worthless. On January 15, 2021, the Underwriters exercised the over-allotment option in full to purchase 1,800,000 Units. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the private sale of an aggregate of 360,000 Private Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $360,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On September 11, 2020, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the stock dividend. Up to 450,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. On January 15, 2021, the overallotment was exercised in full and all of the 450,000 shares were no longer subject to forfeiture. Promissory Note — Related Party An affiliate of the Company’s chief executive officer has agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on demand. As of both September 30, 2021 and December 31, 2020, the Company had drawn down $125,000 under the promissory note to pay for offering expenses. Due to Related Party The Due to Related Party balance of $170,000 at December 31, 2020 was repaid in January 2021. As of September 30, 2021, the Due to Related Party balance of $10,000 represents the Administrative Support Expense (defined below) for September 2021. For the nine months ended September 30, 2021 the Company has incurred an aggregate of $90,000 for administrative services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per warrant. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services (“Administrative Support Expense”). Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the nine months ended September 30, 2021 the Company has incurred an aggregate of $90,000 for administrative services as of September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,009,840 $ 138,009,840 $ - $ - Liabilities: Private Warrant Liability $ 2,447,545 $ - $ - 2,447,545 The Private Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of January 12, 2021 (initial measurement), and September 30, 2021. September 30, January 12, Exercise price $ 11.50 $ 11.50 Share price $ 9.85 $ 9.58 Volatility 10.7 % 16.0 % Expected life 5.45 5.71 Risk-free rate 1.06 % 0.62 % Dividend yield - % - % The following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis. Warrant Fair value, January 1, 2021 $ - Initial measurement on January 12, 2021, including over-allotment 3,861,737 Change in fair value (1,414,192 ) Fair value, September 30, 2021 $ 2,447,545 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of the Initial Public Offering, as well as the holders of the Private Warrants (and the underlying shares) and any warrants the Company’s sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of this Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares, as well as the holders of the Private Warrants (and the underlying 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 representative shares, and warrants issued to our sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital Inc. (“EarlyBirdCapital”) may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with our business combination to assist in holding meetings with stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the business combination, assist in obtaining stockholder approval for the business combination and assist with press releases and public filings in connection with the business combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. Additionally, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EarlyBirdCapital introduces the Company to the target business with which it completes the business combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the registration statement. As of September 30, 2021 and December 31, 2020, these fees are not accrued. Representative Shares On October 1, 2020, the Company issued to designees of EarlyBirdCapital Inc. the 120,000 representative shares for nominal consideration. The Company estimated the fair value of the stock to be $1,200 based upon the price of the founder shares issued to the Sponsor and were treated as underwriters’ compensation and charged directly to stockholders’ equity. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete an initial business combination within 18 months from the closing of this Initial Public Offering. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities were not sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9 — Warrants Public Warrants The Public Warrants will become exercisable 30 days after the completion of a Business Combination. However, no 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 a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and 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 shares of common stock underlying such warrants. 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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 the initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Private Warrants The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may be exercised for cash or on a cashless basis, as described in the Initial Public Offering, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 10 — Stockholders’ Equity Preferred Stock Common Stock |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. 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 (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 12, 2021, as well as the Company’s Current Reports on Form 8-K. 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 Status | Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Use of Estimates | Use of Estimates The preparation of condensed financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents at September 30, 2021 or December 31, 2020. |
Investment in Trust Account | Investment in Trust Account The proceeds held in the Trust Account will be invested in U.S. government securities, with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from our initial public offering will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination within 18 months from the closing of our initial public offering. At September 30, 2021, the assets held in the Trust Account consisted of mutual funds in the amount of $138,009,840 and the Company had not withdrawn any of the interest income from the Trust Account to pay its tax obligations for the period from July 28, 2020 to September 30, 2021. The mutual funds held in the Trust Account were available for sale and reported at fair value. The carrying value and fair value of mutual funds held in Trust Account on September 30, 2021 are as follows: Carrying Fair U.S. Money Market $ 138,009,840 $ 138,009,840 |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock 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, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company’s condensed statement of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per common share for redeemable common stock and non-redeemable common stock is calculated by dividing net income (loss), allocated proportionally to each class of common stock, attributable to the Company by the weighted average number of shares of redeemable common stock and non-redeemable common stock outstanding. The Company did not include the warrants as they are anti-dilutive. As a result, diluted income per share is the same as basic income per share for the period presented. For the For the Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption $ 689,662 $ 42,420 Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,224,176 Basic and diluted net income per share, redeemable common stock $ 0.05 $ 0.00 Non-redeemable common shares Numerator: Net income allocable to common stock not subject to redemption $ 178,412 $ 11,378 Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,546,923 Basic and diluted net income per share, common stock $ 0.05 $ 0.00 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. The Company determined the Public Warrants qualified for equity treatment, and accordingly, as of September 30, 2021, offering costs in the aggregate of $3,465,153 have been charged to stockholders’ equity (consisting of $2,760,000 of underwriting fees and $705,153 of other offering costs). |
Warrant Liability | Warrant Liability The Company accounts for the Public Warrants and Private Warrants (as defined in Note 1, 3 and 4) collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 815, “Derivatives and Hedging”. The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants 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, such 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, such 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 liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Private Warrants in accordance with ASC 815-40 under which the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Private Warrants has been estimated using the Monte Carlo simulation model. See Note 7 for further discussion of the pertinent terms of the Warrants used to determine the value of the Private Warrants. The Company evaluated the Public Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that they met the criteria for equity classification and are required to be recorded as part a component of additional paid-in capital at the time of issuance. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties 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. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the nine months ended September 30, 2021. |
Recently Accounting Standards | Recently Accounting Standards In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of financial statements | As Reported Adjustment As Restated Balance Sheet as of January 12, 2021 Common Stock subject to possible redemption ($) $ 112,670,938 $ 7,329,062 $ 120,000,000 Common stock, $0.0001 par value 430 (73 ) 357 Additional Paid in Capital 5,012,678 (5,012,678 ) - Accumulated Deficit (13,106 ) (2,316,311 ) (2,329,417 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (7,329,062 ) $ (2,329,060 ) Number of shares subject to redemption 11,267,094 732,906 12,000,000 Number of shares not subject to redemption 4,302,906 (732,906 ) 3,570,000 As Reported Adjustment As Restated Financial Statements as of March 31, 2021 Condensed Balance Sheet (unaudited) Common Stock subject to possible redemption ($) $ 130,949,480 $ 7,050,520 $ 138,000,000 Common stock, $0.0001 par value 428 (71 ) 357 Additional Paid in Capital 3,959,402 (3,959,402 ) - Accumulated Deficit 1,040,177 (3,091,047 ) (2,050,870 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (7,050,520 ) $ (2,050,513 ) Number of shares subject to redemption 13,094,948 705,052 13,800,000 Number of shares not subject to redemption 4,275,052 (705,052 ) 3,570,000 Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 11,267,094 766,614 12,033,708 Basic and diluted net income per share $ 0.00 $ 0.07 $ 0.07 Weighted average shares outstanding, non-redeemable common stock 5,663,329 (2,182,992 ) 3,480,337 Basic and diluted net income per share $ 0.19 $ (0.12 ) $ 0.07 Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited) Common Stock - Shares 4,275,052 (705,052 ) 3,570,000 Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs $ 134,534,487 $ (134,534,847 ) $ - Reclassification of common stock subject to possible redemption $ (130,949,480 ) $ 130,949,480 $ - Remeasurement of common stock subject to possible redemption $ - $ (3,465,153 ) $ (3,465,153 ) Additional paid-in capital $ 3,959,402 $ (3,959,402 ) $ - Accumulated deficit $ 1,040,177 $ (3,091,047 ) $ (2,050,870 ) Total Stockholders’ Equity (Deficit) $ 5,000,007 $ (7,050,520 ) $ (2,050,513 ) Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Initial value of common stock subject to possible redemption $ 112,670,938 $ 25,329,062 $ 138,000,000 Change in value of common stock subject to possible redemption $ 18,278,542 $ (18,278,542 ) $ - As Reported Adjustment As Restated Financial Statements as of June 30, 2021 Condensed Balance Sheet (unaudited) Common Stock subject to possible redemption ($) $ 129,081,231 $ 8,918,769 $ 138,000,000 Common stock, $0.0001 par value 447 (89 ) 358 Additional Paid in Capital 5,827,632 (5,827,632 ) - Accumulated Deficit (828,078 ) (3,091,048 ) (3,919,126 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (8,918,770 ) $ (3,918,769 ) Number of shares subject to redemption 12,908,123 891,877 13,800,000 Number of shares not subject to redemption 4,461,877 (891,877 ) 3,570,000 Condensed Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 13,094,948 705,052 13,800,000 Basic and diluted net loss per share $ 0.00 $ (0.11 ) $ (0.11 ) Weighted average shares outstanding, non-redeemable common stock 4,275,052 (705,052 ) 3,570,000 Basic and diluted net loss per share $ (0.44 ) $ 0.33 $ (0.11 ) Condensed Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, common stock subject to possible redemption 12,256,286 670,381 12,926,667 Basic and diluted net loss per share $ 0.00 $ (0.05 ) $ (0.05 ) Weighted average shares outstanding, non-redeemable common stock 4,955,257 (1,429,590 ) 3,525,667 Basic and diluted net loss per share $ (0.16 ) $ 0.11 $ (0.05 ) Condensed Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021 (unaudited) Common Stock - Shares 4,461,877 (891,877 ) 3,570,000 Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs $ 134,534,847 $ (134,534,847 ) - Reclassification of common stock subject to possible redemption $ (129,081,231 ) $ 129,081,231 - Remeasurement of common stock subject to possible redemption $ - $ (3,465,153 ) (3,465,153 ) Additional paid-in capital $ 5,827,632 $ (5,827,632 ) - Accumulated Deficit $ (828,078 ) $ (3,091,048 ) (3,919,126 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (8,918,770 ) (3,918,769 ) Condensed Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Initial value of common stock subject to possible redemption $ 112,670,938 $ 25,329,062 $ 138,000,000 Change in value of common stock subject to possible redemption $ 16,410,293 $ (16,410,293 ) $ - (1) The changes to the Common stock, Additional Paid-in Capital, Accumulated Deficit and Total Stockholders’ Equity (Deficit) line items shown in the Balance Sheet are also included in the restatement to the Statement of Changes in Stockholders’ Equity |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of carrying value and fair value of mutual funds held in trust Account | Carrying Fair U.S. Money Market $ 138,009,840 $ 138,009,840 |
Schedule of basic and diluted net income (loss) per common share | For the For the Common stock subject to possible redemption Numerator: Net income allocable to common stock subject to possible redemption $ 689,662 $ 42,420 Denominator: Weighted average redeemable common stock, basic and diluted 13,800,000 13,224,176 Basic and diluted net income per share, redeemable common stock $ 0.05 $ 0.00 Non-redeemable common shares Numerator: Net income allocable to common stock not subject to redemption $ 178,412 $ 11,378 Denominator: Weighted average non-redeemable common stock, basic and diluted 3,570,000 3,546,923 Basic and diluted net income per share, common stock $ 0.05 $ 0.00 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 138,009,840 $ 138,009,840 $ - $ - Liabilities: Private Warrant Liability $ 2,447,545 $ - $ - 2,447,545 |
Schedule of fair value measurements for private warrants | September 30, January 12, Exercise price $ 11.50 $ 11.50 Share price $ 9.85 $ 9.58 Volatility 10.7 % 16.0 % Expected life 5.45 5.71 Risk-free rate 1.06 % 0.62 % Dividend yield - % - % |
Schedule of changes in the fair value of the private warrants and representative's warrants | Warrant Fair value, January 1, 2021 $ - Initial measurement on January 12, 2021, including over-allotment 3,861,737 Change in fair value (1,414,192 ) Fair value, September 30, 2021 $ 2,447,545 |
Organization, Business Operat_2
Organization, Business Operations and Liquidity (Details) - USD ($) | Jan. 15, 2021 | Jan. 12, 2021 | Sep. 30, 2021 |
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 9.58 | $ 9.85 | |
Proceeds from sale of stock | $ 138,000,000 | ||
Assets held in the trust account, percentage | 80.00% | ||
Aggregate of share sold, percentage | 15.00% | ||
Redeem public shares, percentage | 100.00% | ||
Outstanding public shares, percentage | 100.00% | ||
Cash | $ 219,458 | ||
Working capital | 612,989 | ||
Sponsor [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Payments from the Sponsor | 25,000 | ||
Borrowed promissory note | $ 125,000 | ||
Business Combination [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Percentage of outstanding voting securities | 50.00% | ||
Business combination, net tangible assets | $ 5,000,001 | ||
IPO [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Shares issued at initial public offering (in Shares) | 12,000,000 | 12,000,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds | $ 120,000,000 | ||
Purchased aggregate warrants (in Shares) | 3,850,000 | ||
Price per warrant (in Dollars per share) | $ 1 | ||
Gross proceeds | $ 2,760,000 | ||
Share price (in Dollars per share) | $ 1 | ||
Transaction costs of initial public offering | 3,465,153 | ||
Underwriting fees | 2,760,000 | ||
Other offering costs | $ 705,153 | ||
Private Warrants [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Purchased aggregate warrants (in Shares) | 3,850,000 | ||
Price per warrant (in Dollars per share) | $ 1 | ||
Over-Allotment Option [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Shares issued at initial public offering (in Shares) | 1,800,000 | ||
Additional purchase of shares (in Shares) | 1,800,000 | ||
Gross proceeds | $ 18,000,000 | ||
Private Placement [Member] | |||
Organization, Business Operations and Liquidity (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 1 | ||
Gross proceeds | $ 360,000 | ||
Sale of additional warrants (in Shares) | 360,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Net tangible assets | $ 5,000,001 |
Shares not subject to redemption value | 5,000,000 |
Business Combination [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Shareholders equity | $ 5,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jan. 12, 2021 | |
As Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common Stock subject to possible redemption | $ 129,081,231 | $ 130,949,480 | $ 129,081,231 | $ 112,670,938 |
Common stock, $0.0001 par value | 447 | 428 | 447 | 430 |
Additional Paid in Capital | 5,827,632 | 3,959,402 | 5,827,632 | 5,012,678 |
Accumulated Deficit | (828,078) | 1,040,177 | (828,078) | (13,106) |
Total Stockholders’ Equity (Deficit) | $ 5,000,001 | $ 5,000,007 | $ 5,000,001 | $ 5,000,002 |
Number of shares subject to redemption (in Shares) | 12,908,123 | 13,094,948 | 12,908,123 | 11,267,094 |
Number of shares not subject to redemption (in Shares) | 4,461,877 | 4,275,052 | 4,461,877 | 4,302,906 |
Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited) | ||||
Common Stock - Shares (in Shares) | 4,275,052 | 4,461,877 | ||
Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs | $ 134,534,487 | $ 134,534,847 | ||
Reclassification of common stock subject to possible redemption | (130,949,480) | (129,081,231) | ||
Remeasurement of common stock subject to possible redemption | ||||
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial value of common stock subject to possible redemption | 112,670,938 | 112,670,938 | ||
Change in value of common stock subject to possible redemption | $ 18,278,542 | $ 16,410,293 | ||
As Reported [Member] | Class A Common Stock Subject to Possible Redemption [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 13,094,948 | 11,267,094 | 12,256,286 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0 | $ 0 | |
As Reported [Member] | Non-Redeemable Common Stock [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 4,275,052 | 5,663,329 | 4,955,257 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.44) | $ 0.19 | $ (0.16) | |
Adjustment [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common Stock subject to possible redemption | $ 8,918,769 | $ 7,050,520 | $ 8,918,769 | $ 7,329,062 |
Common stock, $0.0001 par value | (89) | (71) | (89) | (73) |
Additional Paid in Capital | (5,827,632) | (3,959,402) | (5,827,632) | (5,012,678) |
Accumulated Deficit | (3,091,048) | (3,091,047) | (3,091,048) | (2,316,311) |
Total Stockholders’ Equity (Deficit) | $ (8,918,770) | $ (7,050,520) | $ (8,918,770) | $ (7,329,062) |
Number of shares subject to redemption (in Shares) | 891,877 | 705,052 | 891,877 | 732,906 |
Number of shares not subject to redemption (in Shares) | (891,877) | (705,052) | (891,877) | (732,906) |
Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited) | ||||
Common Stock - Shares (in Shares) | (705,052) | (891,877) | ||
Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs | $ (134,534,847) | $ (134,534,847) | ||
Reclassification of common stock subject to possible redemption | 130,949,480 | 129,081,231 | ||
Remeasurement of common stock subject to possible redemption | (3,465,153) | (3,465,153) | ||
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial value of common stock subject to possible redemption | 25,329,062 | 25,329,062 | ||
Change in value of common stock subject to possible redemption | $ (18,278,542) | $ (16,410,293) | ||
Adjustment [Member] | Class A Common Stock Subject to Possible Redemption [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 705,052 | 766,614 | 670,381 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.11) | $ 0.07 | $ (0.05) | |
Adjustment [Member] | Non-Redeemable Common Stock [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | (705,052) | (2,182,992) | (1,429,590) | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.33 | $ (0.12) | $ 0.11 | |
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Common Stock subject to possible redemption | $ 138,000,000 | $ 138,000,000 | $ 138,000,000 | $ 120,000,000 |
Common stock, $0.0001 par value | 358 | 357 | 358 | 357 |
Additional Paid in Capital | ||||
Accumulated Deficit | (3,919,126) | (2,050,870) | (3,919,126) | (2,329,417) |
Total Stockholders’ Equity (Deficit) | $ (3,918,769) | $ (2,050,513) | $ (3,918,769) | $ (2,329,060) |
Number of shares subject to redemption (in Shares) | 13,800,000 | 13,800,000 | 13,800,000 | 12,000,000 |
Number of shares not subject to redemption (in Shares) | 3,570,000 | 3,570,000 | 3,570,000 | 3,570,000 |
Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited) | ||||
Common Stock - Shares (in Shares) | 3,570,000 | 3,570,000 | ||
Sale of 13,800,000 Units sold through public offering and over-allotment, net of offering costs | ||||
Reclassification of common stock subject to possible redemption | ||||
Remeasurement of common stock subject to possible redemption | (3,465,153) | (3,465,153) | ||
Condensed Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial value of common stock subject to possible redemption | 138,000,000 | 138,000,000 | ||
Change in value of common stock subject to possible redemption | ||||
As Restated [Member] | Class A Common Stock Subject to Possible Redemption [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 13,800,000 | 12,033,708 | 12,926,667 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.11) | $ 0.07 | $ (0.05) | |
As Restated [Member] | Non-Redeemable Common Stock [Member] | ||||
Condensed Statement of Operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 3,570,000 | 3,480,337 | 3,525,667 | |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.11) | $ 0.07 | $ (0.05) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements (Parentheticals) - shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Sale of private placement warrants | 13,800,000 | 13,800,000 |
Adjustment [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Sale of private placement warrants | 13,800,000 | 13,800,000 |
As Restated [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Sale of private placement warrants | 13,800,000 | 13,800,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Aggregate offering costs | 3,465,153 |
Underwriting discount | 2,760,000 |
Other offering costs | 705,153 |
Trust Account [Member] | |
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | |
Assets held in trust account | $ 138,009,840 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of carrying value and fair value of mutual funds held in trust Account - U.S. Money Market [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of carrying value and fair value of mutual funds held in trust Account [Line Items] | |
Carrying Value as of June 30, 2021 | $ 138,009,840 |
Fair Value as of June 30, 2021 | $ 138,009,840 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: | ||
Net income allocable to common stock subject to possible redemption | $ 689,662 | $ 42,420 |
Denominator: | ||
Weighted average redeemable common stock, basic and diluted | 13,800,000 | 13,224,176 |
Basic and diluted net income per share, redeemable common stock | $ 0.05 | $ 0 |
Numerator: | ||
Net income allocable to common stock not subject to redemption | $ 178,412 | $ 11,378 |
Denominator: | ||
Weighted average non-redeemable common stock, basic and diluted | 3,570,000 | 3,546,923 |
Basic and diluted net income per share, common stock | $ 0.05 | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 15, 2021 | Jan. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Business combination expire year | 5 years | |||
Percentage of gross proceeds | 2.00% | |||
Common Stock [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Price per share | $ 11.5 | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued at initial public offering (in Shares) | 12,000,000 | 12,000,000 | ||
Price per share | $ 10 | $ 10 | ||
Gross proceeds (in Dollars) | $ 2,760,000 | |||
IPO [Member] | Business Combination [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Warrants, description | Each whole Public Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued at initial public offering (in Shares) | 1,800,000 | |||
Deposit in trust account (in Dollars) | $ 18,000,000 | |||
Gross proceeds (in Dollars) | $ 18,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Jan. 15, 2021 | Sep. 30, 2021 |
IPO [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased aggregate warrants | 3,850,000 | |
Price per warrant (in Dollars per share) | $ 1 | |
Aggregate purchase price of warrants (in Dollars) | $ 3,850,000 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase of underwriters exercised | 1,800,000 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate sales | 360,000 | |
Purchase price (in Dollars per share) | $ 1 | |
Generating gross proceeds (in Dollars) | $ 360,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 15, 2021 | Jan. 11, 2021 | Sep. 11, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Description of dividend on founder shares | On January 11, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. | ||||
Stock dividend (in Shares) | 0.2 | ||||
Founder shares (in Shares) | 3,450,000 | ||||
Due to related party | $ 10,000 | $ 170,000 | |||
Administrative services | 90,000 | ||||
Working capital loans | 1,500,000 | ||||
Secretarial and administrative service expenses | 10,000 | ||||
Aggregate administrative services | 90,000 | ||||
Sponsor [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Borrowed promissory note | 10,000 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase price of founder shares | $ 25,000 | ||||
Price per share (in Dollars per share) | $ 0.009 | ||||
Number of common stock issued (in Shares) | 2,875,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Shares subject to forfeiture (in Shares) | 450,000 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Expenses related to the Initial Public Offering | 150,000 | ||||
Borrowed promissory note | $ 125,000 | $ 125,000 | |||
Over-Allotment Option [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Shares subject to forfeiture (in Shares) | 450,000 | ||||
Private Placement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 1 | ||||
Number of common stock issued (in Shares) | 360,000 | ||||
Price per warrant (in Dollars per share) | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Assets: | |
U.S. Money Market held in Trust Account | $ 138,009,840 |
Liabilities: | |
Private Warrant Liability | 2,447,545 |
Quoted Prices In Active Markets (Level 1) | |
Assets: | |
U.S. Money Market held in Trust Account | 138,009,840 |
Liabilities: | |
Private Warrant Liability | |
Significant Other Observable Inputs (Level 2) | |
Assets: | |
U.S. Money Market held in Trust Account | |
Liabilities: | |
Private Warrant Liability | |
Significant Other Unobservable Inputs (Level 3) | |
Assets: | |
U.S. Money Market held in Trust Account | |
Liabilities: | |
Private Warrant Liability | $ 2,447,545 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value measurements for private warrants - $ / shares | Jan. 12, 2021 | Sep. 30, 2021 |
Schedule of fair value measurements for private warrants [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Share price (in Dollars per share) | $ 9.58 | $ 9.85 |
Volatility | 16.00% | 10.70% |
Expected life | 5 years 8 months 15 days | 5 years 5 months 12 days |
Risk-free rate | 0.62% | 1.06% |
Dividend yield |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private warrants and representative's warrants - Warrant Liability [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private warrants and representative's warrants [Line Items] | |
Fair value as of the beginning | |
Initial measurement on January 12, 2021, including over-allotment | 3,861,737 |
Gain on change in fair value | (1,414,192) |
Fair value as of the ending | $ 2,447,545 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Oct. 01, 2020 | Sep. 30, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Fair value of stock | $ 1,200 | |
EarlyBirdCapital Inc. [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Shares issued to designees | 120,000 | |
EarlyBirdCapital Inc. [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Business combination, description | Additionally, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if EarlyBirdCapital introduces the Company to the target business with which it completes the business combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the registration statement. | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Percentage of gross proceeds | 3.50% |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants (Details) [Line Items] | |
Warrant expiration term | 5 years |
Description of warrants redemption | The Company may call the Public Warrants for redemption: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and 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 shares of common stock underlying such warrants. |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Business combination, 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 the initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | Jan. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders’ Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 99,000,000 | 99,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders are entitled to one vote for each share of common stock. | ||
Stock dividend | 0.2 | ||
Founder shares outstanding | 3,450,000 | ||
Common stock, shares issued | 3,570,000 | 3,570,000 | |
Common stock, shares outstanding | 3,570,000 | 3,570,000 | |
Common Stock [Member] | |||
Stockholders’ Equity (Details) [Line Items] | |||
Common stock, shares issued | 3,570,000 | ||
Shares subject to possible redemption | 13,800,000 |