| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Going Concern The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
January 8, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 15, 2021 and the Company’s
annual report on Form 10-K, as filed with the SEC on March 26, 2021. The interim results for the three and six months ended June 30, 2021
are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. As indicated in the accompanying financial statements,
at June 30, 2021, the Company had approximately $0.5 million in cash, and a working capital of approximately $0.7 million. The Company’s liquidity needs prior to the
consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founders Shares (as defined
in Note 5), and loans from the Sponsor of approximately $89,000. The loan was repaid in full on January 11, 2021. Subsequent from the
consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds received from the
consummation of the Initial Public Offering and the sale of Private Placement Warrants. In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 205-40, “Basis of Presentation – Going Concern,” management has determined that the expected
shortfall in working capital over the period of time between the date these financial statement are issued and its estimated business
combination date raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation
of the Business Combination or the date the Company is required to liquidate. Based on the above factors, management determined there
is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements
are issued. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going
concern. Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used. Use of Estimates The preparation of the condensed financial statements
in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021, substantially all of the assets
held in the Trust Account were held in U.S. Treasury securities. At December 31, 2020, there were no assets held in the Trust Account. Class A Common Stock Subject to Possible
Redemption The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”
Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally
redeemable common stock (including Class A common stock that features redemption rights that is either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary
equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the
stockholders’ equity section of the Company’s condensed balance sheet. Warrant Liabilities The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants
are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which
requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end
date while the warrants are outstanding. For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations. For the Private Placement Warrants, the
fair value was estimated using a binomial lattice model incorporating the Cox-Rss-Rubenstein methodology at the closing date of Initial
Public Offering and as of June 30, 2021(see Note 9). For the public warrants, the fair value was estimated using a binomial lattice model
incorporating the Cox-Rss-Rubenstein methodology at the closing date of Initial Public Offering and the level 1 quoted prices in an active
market as of June 30, 2021(see Note 9). Allocation of issuance costs The Company accounts for the allocation of its
issuance costs to its warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20), applied
by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments
using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies
to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs
of $9,891,996—consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting commissions, and $404,496 of other
offering costs—to the issuance of its Class A common stock and warrants in the amount of $9,527,788 and $364,208, respectively.
Issuance costs attributed to the warrants were expensed to the condensed statements of operations. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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. The effective tax rate differs from the
statutory tax rate of 21% for the three and six months ended June 30, 2021, due to the valuation allowance recorded on the Company’s
net operating losses. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing
net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject
to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to
purchase an aggregate of 13,825,000 shares in the calculation of diluted loss per share, since the inclusion of such warrants would be
anti-dilutive. The Company’s statements of operations include
a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method
of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption
is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable
franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original
issuance. Net income (loss) per share, basic and diluted,
for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities
attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding
for the period. Non-redeemable common stock includes Founder Shares
and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates
in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
2021 2021
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned and unrealized gain on marketable securities held in Trust Account $ 4,812 $ 37,473
Less: interest available to be withdrawn for payment of taxes (4,812 ) (37,473 )
Net income attributable $ — $ —
Denominator: Weighted Average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding,
Class A common stock subject to possible redemption 15,478,822 15,389,956
Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 $ 0.00
Non-Redeemable Common Stock
Numerator: Loss allocable to non-redeemable common stock
Net loss $ (2,847,267 ) $ (1,330,362 )
Less: Net income allocable to Class A common stock subject to possible redemption — —
Non-Redeemable Net Income $ (2,847,267 ) $ (1,330,362 )
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock 6,083,678 6,037,958
Basic and diluted net loss per share, Non-redeemable Common stock $ (0.47 ) $ (0.22 ) Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments 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 condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 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” (“ASU 2020-06”), which simplifies accounting for convertible
instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that
are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share
calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the
Company’s financial position, results of operations or cash flows. Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements. |
