Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 14, 2021 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39891 | |
Entity Registrant Name | FOXWAYNE ENTERPRISES ACQUISITION CORP. | |
Entity Central Index Key | 0001829999 | |
Entity Tax Identification Number | 85-3093926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1 Rockefeller Plaza | |
Entity Address, Address Line Two | Suite 1039 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10020 | |
City Area Code | (917) | |
Local Phone Number | 284-8938 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A common stock and one redeemable warrant to purchase one share of Class A common stock | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one redeemable warrant to purchase one share of Class A common stock | |
Trading Symbol | FOXWU | |
Security Exchange Name | NASDAQ | |
Class A common stock, par value $0.0001 per share | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | FOXW | |
Security Exchange Name | NASDAQ | |
Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | FOXWW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 5,800,000 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 1,437,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 25,170 | $ 2,966 | |
Prepaid expenses | 166,621 | ||
Total Current Assets | 191,791 | 2,966 | |
Investments held in Trust Account | 58,078,962 | ||
Deferred offering costs associated with initial public offering | 150,176 | ||
Total Assets | 58,270,753 | 153,142 | |
Current liabilities: | |||
Accounts payable | 88,175 | 32,102 | |
Accrued expenses | 238,964 | 61,147 | |
Due to related party | 90,000 | ||
Franchise tax payable | 127,647 | 740 | |
Note payable - related party | 40,510 | ||
Total Current Liabilities | 544,786 | 134,499 | |
Promissory note - related party | 47,700 | ||
Deferred underwriting commissions | 2,012,500 | ||
Derivative warrant liabilities | 4,104,000 | ||
Total Liabilities | 6,708,986 | 134,499 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, $0.0001 par value; 5,750,000 and -0- shares issued and outstanding at $10.10 per share at September 30, 2021 and December 31, 2020, respectively | 58,075,000 | ||
Stockholders’ Equity (Deficit): | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common Stock Value | |||
Additional paid-in capital | 24,856 | ||
Accumulated deficit | (6,513,382) | (6,357) | |
Total Stockholders’ Equity (Deficit) | (6,513,233) | 18,643 | |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 58,270,753 | 153,142 | |
Common Class A [Member] | |||
Stockholders’ Equity (Deficit): | |||
Common Stock Value | 5 | ||
Common Class B [Member] | |||
Stockholders’ Equity (Deficit): | |||
Common Stock Value | [1] | $ 144 | $ 144 |
[1] | As of December 31, 2020, this number included up to 187,500 187,500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Issued | 5,750,000 | 0 |
Temporary Equity, Shares Outstanding | 5,750,000 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 50,000 | 0 |
Common stock, shares outstanding | 50,000 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 1,437,500 | 1,437,500 |
Common stock, shares outstanding | 1,437,500 | 1,437,500 |
Common Class B [Member] | Over-Allotment Options Not Excercised Full or Partially [Member] | ||
Number of stock options forfeiture, during period | 187,500 | 187,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 347,318 | $ 728,334 |
General and administrative expenses - related party | 30,000 | 90,000 |
Franchise tax expense | 42,881 | 127,785 |
Loss from operations | (420,199) | (946,119) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | 1,481,500 | 485,000 |
Financing costs - derivative warrant liabilities | (212,494) | |
Income from investments held in Trust Account | 1,464 | 3,962 |
Income (loss) before income tax | 1,062,765 | (669,651) |
Income tax expense | ||
Net income (loss) | $ 1,062,765 | $ (669,651) |
Common Class A [Member] | ||
Other income (expense) | ||
Weighted average shares outstanding of Class B common stock | 5,800,000 | 5,353,846 |
Basic and diluted net income (loss) per share, Class B common stock | $ 0.15 | $ (0.10) |
Common Class B [Member] | ||
Other income (expense) | ||
Weighted average shares outstanding of Class B common stock | 1,437,500 | 1,423,077 |
Basic and diluted net income (loss) per share, Class B common stock | $ 0.15 | $ (0.10) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 144 | $ 24,856 | $ (6,357) | $ 18,643 | |
Beginning balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Issuance of Representative’s Shares | $ 5 | 499,995 | 500,000 | ||
Issuance of Representative's Shares, shares | 50,000 | ||||
Excess of cash received over fair value of the private placement warrants | 1,316,000 | 1,316,000 | |||
Accretion of Class A common stock subject to redemption amount | (1,840,851) | (5,837,374) | (7,678,225) | ||
Net income (loss) | (157,269) | (157,269) | |||
Ending balance at Mar. 31, 2021 | $ 5 | $ 144 | (6,001,000) | (6,000,851) | |
Ending balance, shares at Mar. 31, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Dec. 31, 2020 | $ 144 | 24,856 | (6,357) | 18,643 | |
Beginning balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Net income (loss) | (1,732,416) | ||||
Ending balance at Jun. 30, 2021 | $ 5 | $ 144 | (7,576,147) | (7,575,998) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Dec. 31, 2020 | $ 144 | 24,856 | (6,357) | 18,643 | |
Beginning balance, shares at Dec. 31, 2020 | 1,437,500 | ||||
Net income (loss) | (669,651) | ||||
Ending balance at Sep. 30, 2021 | $ 5 | $ 144 | (6,513,382) | (6,513,233) | |
Ending balance, shares at Sep. 30, 2021 | 50,000 | 1,437,500 | |||
Beginning balance at Mar. 31, 2021 | $ 5 | $ 144 | (6,001,000) | (6,000,851) | |
Beginning balance, shares at Mar. 31, 2021 | 50,000 | 1,437,500 | |||
Net income (loss) | (1,575,147) | (1,575,147) | |||
Ending balance at Jun. 30, 2021 | $ 5 | $ 144 | (7,576,147) | (7,575,998) | |
Ending balance, shares at Jun. 30, 2021 | 50,000 | 1,437,500 | |||
Net income (loss) | 1,062,765 | 1,062,765 | |||
Ending balance at Sep. 30, 2021 | $ 5 | $ 144 | $ (6,513,382) | $ (6,513,233) | |
Ending balance, shares at Sep. 30, 2021 | 50,000 | 1,437,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (669,651) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (485,000) |
Financing costs - derivative warrant liabilities | 212,494 |
Income from investments held in Trust Account | (3,962) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (166,621) |
Accounts payable | 56,073 |
Accrued expenses | 168,964 |
Due to related party | 90,000 |
Franchise tax payable | 126,907 |
Net cash used in operating activities | (670,796) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (58,075,000) |
Net cash used in investing activities | (58,075,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (40,510) |
Proceeds from promissory note to related party | 47,700 |
Proceeds received from initial public offering, gross | 57,500,000 |
Proceeds received from private placement | 2,800,000 |
Offering costs paid | (1,539,190) |
Net cash provided by financing activities | 58,768,000 |
Net increase in cash | 22,204 |
Cash - beginning of the period | 2,966 |
Cash - end of the period | 25,170 |
Supplemental disclosure of noncash activities: | |
Reversal of offering costs included in accrued expenses in prior year | (61,147) |
Offering costs included in accrued expenses | 70,000 |
Issuance of Representative’s Shares at the fair value of offering costs | 500,000 |
Deferred underwriting commissions in connection with the initial public offering | $ 2,012,500 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1— Description of Organization and Business Operations FoxWayne Enterprises Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 17, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 17, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 its investments held in the trust account from the proceeds of its Initial Public Offering. The Company’s sponsor is FoxWayne Enterprises Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2021. On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 750,000 10.00 57.5 4.2 2.0 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,800,000 1.00 2.8 Upon the closing of the Initial Public Offering and the Private Placement, approximately $ 58.1 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) 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-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. FOXWAYNE ENTERPRISES ACQUISITION CORP. The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.10 5,000,001 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 12 months from the closing of the Initial Public Offering, or January 22, 2022, (or up to 18 months from the consummation of the Initial Public Offering, or July 22, 2022, if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 143,750 0.025 287,500 0.025 1.00 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 50,000 FOXWAYNE ENTERPRISES ACQUISITION CORP. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, 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 within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Proposed Business Combination On August 3, 2021, the Company executed a non-binding letter of intent with Aerami Therapeutics Holdings, LLC. Liquidity and Going Concern Consideration As of September 30, 2021, the Company had cash of approximately $ 25,000 353,000 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 42,125 1,615 40,510 On September 21, 2021, Robb Knie, the Chief Executive Officer (CEO) of the Company loaned $ 100,000 48,000 0 FOXWAYNE ENTERPRISES ACQUISITION CORP. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern, and management has determined it may be probable that the Company would be unable to meet its obligations as they become due within one year raising substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 22, 2022. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statement. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (restated) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies (restated) | Note 2— Basis of Presentation and Summary of Significant Accounting Policies (restated) Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021 or for any period after that. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2021. Restatement of Previously Reported Financial Statements (restated) In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 . Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on January 28, 2021, and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this Quarterly Report on Form 10-Q/A. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported IPO Balance Sheet as of January 22, 2021: Schedule of Effect of Financial Statement Adjustments Related to Restatement As of January 22, 2021 As Previously Restated Adjustment As Restated Total assets $ 59,154,441 $ - $ 59,154,441 Total liabilities $ 7,152,727 $ - $ 7,152,727 Class A common stock subject to possible redemption 47,001,714 11,073,286 58,075,000 Preferred stock - - - Class A common stock 115 (110 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,235,803 (5,235,803 ) - Accumulated deficit (236,061 ) (5,837,374 ) (6,073,435 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,073,287 ) $ (6,073,286 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 59,154,442 $ (1 ) $ 59,154,441 Shares of Class A common stock subject to possible redemption 4,653,635 1,096,365 5,750,000 Shares of Class A non-redeemable common stock 1,146,365 (1,096,365 ) 50,000 The impact of the restatement on the financial statements for the unaudited Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss). FOXWAYNE ENTERPRISES ACQUISITION CORP. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,842,230 $ - $ 58,842,230 Total liabilities $ 6,768,081 $ - $ 6,768,081 Class A common stock subject to possible redemption 47,074,141 11,000,859 58,075,000 Preferred stock - - - Class A common stock 114 (109 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,163,376 (5,163,376 ) - Accumulated deficit (163,626 ) (5,837,374 ) (6,001,000 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (11,000,859 ) $ (6,000,851 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,842,230 $ - $ 58,842,230 Shares of Class A common stock subject to possible redemption 4,660,806 1,089,194 5,750,000 Shares of Class A non-redeemable common stock 1,139,194 (1,089,194 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,714 $ (47,001,714 ) $ Change in value of Class A common stock subject to possible redemption $ 72,427 $ (72,427 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,502,045 $ - $ 58,502,045 Total liabilities $ 8,003,043 $ - $ 8,003,043 Class A common stock subject to possible redemption 45,498,995 12,576,005 58,075,000 Preferred stock - - - Class A common stock 130 (125 ) 5 Class B common stock 144 - 144 Common stock value 144 - 144 Additional paid-in capital 6,738,506 (6,738,506 ) - Accumulated deficit (1,738,773 ) (5,837,374 ) (7,576,147 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (12,576,005 ) $ (7,575,998 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,502,045 $ - $ 58,502,045 Shares of Class A common stock subject to possible redemption 4,504,851 1,245,149 5,750,000 Shares of Class A non-redeemable common stock 1,295,149 (1,245,149 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,703 $ (47,001,703 ) $ Change in value of Class A common stock subject to possible redemption $ (1,502,708 ) $ 1,502,708 $ - In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted loss per common stock is presented below for the unaudited Affected Quarterly Periods: As Reported Adjustment As Restated Loss Per Common Stock As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (157,269 ) $ - $ (157,269 ) Weighted average shares outstanding - Class A common stock 5,800,000 (1,353,333 ) 4,446,667 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B common stock 1,432,083 (38,333 ) 1,393,750 Basic and diluted loss per common stock - Class B common stock $ (0.11 ) $ 0.08 $ (0.03 ) For three months ended June 30, 2021 (unaudited) Net loss $ (1,575,147 ) $ - $ (1,575,147 ) Weighted average shares outstanding - Class A common stock 5,800,000 - 5,800,000 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.22 ) $ (0.22 ) Weighted average shares outstanding - Class B common stock 1,437,500 - 1,437,500 Basic and diluted loss per common stock - Class B common stock $ (1.10 ) $ 0.88 $ (0.22 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (1,732,416 ) $ - $ (1,732,416 ) Weighted average shares outstanding - Class A common stock 5,800,000 (672,928 ) 5,127,072 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.26 ) $ (0.26 ) Weighted average shares outstanding - Class B common stock 1,415,746 - 1,415,746 Weighted average shares outstanding 1,415,746 - 1,415,746 Basic and diluted loss per common stock - Class B common stock $ (1.22 ) $ 0.96 $ (0.26 ) Basic and diluted earnings per common stock $ (1.22 ) $ 0.96 $ (0.26 ) FOXWAYNE ENTERPRISES ACQUISITION CORP. 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 unaudited 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 unaudited condensed 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 unaudited condensed 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 had no Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. FOXWAYNE ENTERPRISES ACQUISITION CORP. 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 Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements 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. U.S. 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 consist of: ● Level 1, defined as observable inputs such as quoted prices 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FOXWAYNE ENTERPRISES ACQUISITION CORP. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock are charged against their carrying value upon the completion of the Initial Public Offering. For the nine months ended September 30, 2021, of the total offering costs of the Initial Public Offering, approximately $ 213,000 4.0 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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, as of September 30, 2021, 5,750,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,550,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. FOXWAYNE ENTERPRISES ACQUISITION CORP. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earnings Per Common Share For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 851,680 $ 211,085 $ (529,032 ) $ (140,619 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,353,846 1,423,077 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.10 ) $ (0.10 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). 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 income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. Deferred tax assets were deemed immaterial as of December 31, 2020. FASB 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 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering On January 22, 2021, the Company consummated its Initial Public Offering of 5,750,000 750,000 10.00 57.5 4.2 2.0 Each Unit consists of one share of Class A common stock and one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 FOXWAYNE ENTERPRISES ACQUISITION CORP. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4— Related Party Transactions Founder Shares On October 15, 2020, the Sponsor purchased 1,437,500 0.0001 25,000 25,000 180,000 The Initial Stockholders agreed to forfeit up to 187,500 187,500 The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of Founder Shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,800,000 1.00 2.8 Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 30, 2020, Robb Knie, our Chief Executive Officer, Chief Financial Officer and director, agreed to loan the Company an aggregate of up to $ 150,000 pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $ 42,125 under the Note. The Company repaid $ 1,615 of the outstanding Note balance on December 31, 2020, and repaid the remaining amount of $ 40,510 in full on January 26, 2021. On September 21, 2021, Robb Knie, CEO, loaned $ 100,000 48,000 0 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 or, at the lenders’ discretion, up to $ 1.5 1.00 FOXWAYNE ENTERPRISES ACQUISITION CORP. As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 143,750 0.025 287,500 0.025 1.00 Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $ 10,000 30,000 90,000 90,000 The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee of the Company’s Board of Directors will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5— Commitments & Contingencies Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 22, 2021 The underwriters were entitled to an underwriting discount of $ 0.20 1.2 0.35 2.0 FOXWAYNE ENTERPRISES ACQUISITION CORP. The Company issued EF Hutton (formerly Kingswood Capital Markets), division of Benchmark Investments, Inc. (“EF Hutton”), the Representative of the underwriters (the “Representative”), and/or its designees, 50,000 50,000 500,000 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6— Derivative Warrant Liabilities As of September 30, 2021, the Company has 5,750,000 2,800,000 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $ 11.50 In addition, if (x) the Company issues additional shares of Class A 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 The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. FOXWAYNE ENTERPRISES ACQUISITION CORP. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Class Common Stock Subject To Possible Redemption | |
Class A Common Stock Subject to Possible Redemption | Note 7— Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 50,000,000 0.0001 5,800,000 5,750,000 The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled on the following table: Schedule of Redemption of Condensed Balance Sheet Gross proceeds $ 57,500,000 Less: Proceeds allocated to Public Warrants (3,105,000 ) Class A common stock issuance costs (3,998,225 ) Plus: Accretion of carrying value to redemption value 7,678,225 Class A common stock subject to possible redemption $ 58,075,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8— Stockholders’ Equity (Deficit) Preferred Stock 1,000,000 0.0001 no Class A Common Stock 50,000,000 0.0001 5,800,000 5,750,000 no FOXWAYNE ENTERPRISES ACQUISITION CORP. Class B Common Stock 2,000,000 0.0001 1,437,500 187,500 187,500 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. However, the holders of the Founder Shares have the right to elect all of the Company’s directors prior to the initial Business Combination. The Class B common stock will automatically convert into Class A common stock at the closing of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans or Extension Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9— Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021. Schedule of Fair Value Measurement of Financial Assets and Liabilities Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 58,078,962 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 2,760,000 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 1,344,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement, when the Public Warrants were separately listed and traded in February 2021. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Subsequent to the Public Warrants being separately listed and traded, their value is based on their observable listed trading price, a Level 1 measurement. FOXWAYNE ENTERPRISES ACQUISITION CORP. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model. The estimated fair value of the Private Placement Warrants and the Public Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation 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 warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Schedule of Fair Value Input Measurements As of January 22, 2021 September 30, 2021 Option term (in years) 6.50 5.81 Volatility 11.80 % 8.70 % Risk-free interest rate 0.69 % 1.11 % Expected dividends 0.00 % 0.00 % Stock price $ 9.46 $ 9.87 The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021, is summarized as follows: Schedule of Changes in Derivative Warrant Liabilities Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 4,589,000 Transfer of Public Warrants to a Level 1 measurement (3,105,000 ) Change in fair value of derivative warrant liabilities (84,000 ) Derivative warrant liabilities at March 31, 2021 $ 1,400,000 Change in fair value of derivative warrant liabilities 448,000 Derivative warrant liabilities at June 30, 2021 $ 1,848,000 Change in fair value of derivative warrant liabilities (504,000 ) Derivative warrant liabilities at September 30, 2021 $ 1,344,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10— Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, except for the restatement discussed in Note 2. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (restated) (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021 or for any period after that. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2021. |
Restatement of Previously Reported Financial Statements (restated) | Restatement of Previously Reported Financial Statements (restated) In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 . Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on January 28, 2021, and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this Quarterly Report on Form 10-Q/A. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported IPO Balance Sheet as of January 22, 2021: Schedule of Effect of Financial Statement Adjustments Related to Restatement As of January 22, 2021 As Previously Restated Adjustment As Restated Total assets $ 59,154,441 $ - $ 59,154,441 Total liabilities $ 7,152,727 $ - $ 7,152,727 Class A common stock subject to possible redemption 47,001,714 11,073,286 58,075,000 Preferred stock - - - Class A common stock 115 (110 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,235,803 (5,235,803 ) - Accumulated deficit (236,061 ) (5,837,374 ) (6,073,435 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,073,287 ) $ (6,073,286 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 59,154,442 $ (1 ) $ 59,154,441 Shares of Class A common stock subject to possible redemption 4,653,635 1,096,365 5,750,000 Shares of Class A non-redeemable common stock 1,146,365 (1,096,365 ) 50,000 The impact of the restatement on the financial statements for the unaudited Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss). FOXWAYNE ENTERPRISES ACQUISITION CORP. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,842,230 $ - $ 58,842,230 Total liabilities $ 6,768,081 $ - $ 6,768,081 Class A common stock subject to possible redemption 47,074,141 11,000,859 58,075,000 Preferred stock - - - Class A common stock 114 (109 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,163,376 (5,163,376 ) - Accumulated deficit (163,626 ) (5,837,374 ) (6,001,000 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (11,000,859 ) $ (6,000,851 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,842,230 $ - $ 58,842,230 Shares of Class A common stock subject to possible redemption 4,660,806 1,089,194 5,750,000 Shares of Class A non-redeemable common stock 1,139,194 (1,089,194 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,714 $ (47,001,714 ) $ Change in value of Class A common stock subject to possible redemption $ 72,427 $ (72,427 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,502,045 $ - $ 58,502,045 Total liabilities $ 8,003,043 $ - $ 8,003,043 Class A common stock subject to possible redemption 45,498,995 12,576,005 58,075,000 Preferred stock - - - Class A common stock 130 (125 ) 5 Class B common stock 144 - 144 Common stock value 144 - 144 Additional paid-in capital 6,738,506 (6,738,506 ) - Accumulated deficit (1,738,773 ) (5,837,374 ) (7,576,147 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (12,576,005 ) $ (7,575,998 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,502,045 $ - $ 58,502,045 Shares of Class A common stock subject to possible redemption 4,504,851 1,245,149 5,750,000 Shares of Class A non-redeemable common stock 1,295,149 (1,245,149 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,703 $ (47,001,703 ) $ Change in value of Class A common stock subject to possible redemption $ (1,502,708 ) $ 1,502,708 $ - In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted loss per common stock is presented below for the unaudited Affected Quarterly Periods: As Reported Adjustment As Restated Loss Per Common Stock As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (157,269 ) $ - $ (157,269 ) Weighted average shares outstanding - Class A common stock 5,800,000 (1,353,333 ) 4,446,667 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B common stock 1,432,083 (38,333 ) 1,393,750 Basic and diluted loss per common stock - Class B common stock $ (0.11 ) $ 0.08 $ (0.03 ) For three months ended June 30, 2021 (unaudited) Net loss $ (1,575,147 ) $ - $ (1,575,147 ) Weighted average shares outstanding - Class A common stock 5,800,000 - 5,800,000 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.22 ) $ (0.22 ) Weighted average shares outstanding - Class B common stock 1,437,500 - 1,437,500 Basic and diluted loss per common stock - Class B common stock $ (1.10 ) $ 0.88 $ (0.22 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (1,732,416 ) $ - $ (1,732,416 ) Weighted average shares outstanding - Class A common stock 5,800,000 (672,928 ) 5,127,072 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.26 ) $ (0.26 ) Weighted average shares outstanding - Class B common stock 1,415,746 - 1,415,746 Weighted average shares outstanding 1,415,746 - 1,415,746 Basic and diluted loss per common stock - Class B common stock $ (1.22 ) $ 0.96 $ (0.26 ) Basic and diluted earnings per common stock $ (1.22 ) $ 0.96 $ (0.26 ) FOXWAYNE ENTERPRISES ACQUISITION CORP. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited 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 unaudited condensed 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 unaudited condensed 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 | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. FOXWAYNE ENTERPRISES ACQUISITION CORP. |
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 Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements 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. U.S. 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 consist of: ● Level 1, defined as observable inputs such as quoted prices 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. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. FOXWAYNE ENTERPRISES ACQUISITION CORP. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock are charged against their carrying value upon the completion of the Initial Public Offering. For the nine months ended September 30, 2021, of the total offering costs of the Initial Public Offering, approximately $ 213,000 4.0 |
Class A Common Stock Subject to Possible Redemption | 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 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A 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, as of September 30, 2021, 5,750,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,550,000 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. FOXWAYNE ENTERPRISES ACQUISITION CORP. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earnings Per Common Share For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 851,680 $ 211,085 $ (529,032 ) $ (140,619 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,353,846 1,423,077 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.10 ) $ (0.10 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). 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 income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets with a full valuation allowance against them. Deferred tax assets were deemed immaterial as of December 31, 2020. FASB 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 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (restated) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Effect of Financial Statement Adjustments Related to Restatement | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported IPO Balance Sheet as of January 22, 2021: Schedule of Effect of Financial Statement Adjustments Related to Restatement As of January 22, 2021 As Previously Restated Adjustment As Restated Total assets $ 59,154,441 $ - $ 59,154,441 Total liabilities $ 7,152,727 $ - $ 7,152,727 Class A common stock subject to possible redemption 47,001,714 11,073,286 58,075,000 Preferred stock - - - Class A common stock 115 (110 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,235,803 (5,235,803 ) - Accumulated deficit (236,061 ) (5,837,374 ) (6,073,435 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,073,287 ) $ (6,073,286 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 59,154,442 $ (1 ) $ 59,154,441 Shares of Class A common stock subject to possible redemption 4,653,635 1,096,365 5,750,000 Shares of Class A non-redeemable common stock 1,146,365 (1,096,365 ) 50,000 The impact of the restatement on the financial statements for the unaudited Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows and net income (loss). FOXWAYNE ENTERPRISES ACQUISITION CORP. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,842,230 $ - $ 58,842,230 Total liabilities $ 6,768,081 $ - $ 6,768,081 Class A common stock subject to possible redemption 47,074,141 11,000,859 58,075,000 Preferred stock - - - Class A common stock 114 (109 ) 5 Class B common stock 144 - 144 Additional paid-in capital 5,163,376 (5,163,376 ) - Accumulated deficit (163,626 ) (5,837,374 ) (6,001,000 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (11,000,859 ) $ (6,000,851 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,842,230 $ - $ 58,842,230 Shares of Class A common stock subject to possible redemption 4,660,806 1,089,194 5,750,000 Shares of Class A non-redeemable common stock 1,139,194 (1,089,194 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,714 $ (47,001,714 ) $ Change in value of Class A common stock subject to possible redemption $ 72,427 $ (72,427 ) $ - The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 58,502,045 $ - $ 58,502,045 Total liabilities $ 8,003,043 $ - $ 8,003,043 Class A common stock subject to possible redemption 45,498,995 12,576,005 58,075,000 Preferred stock - - - Class A common stock 130 (125 ) 5 Class B common stock 144 - 144 Common stock value 144 - 144 Additional paid-in capital 6,738,506 (6,738,506 ) - Accumulated deficit (1,738,773 ) (5,837,374 ) (7,576,147 ) Total stockholders’ equity (deficit) $ 5,000,007 $ (12,576,005 ) $ (7,575,998 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 58,502,045 $ - $ 58,502,045 Shares of Class A common stock subject to possible redemption 4,504,851 1,245,149 5,750,000 Shares of Class A non-redeemable common stock 1,295,149 (1,245,149 ) 50,000 The Company’s unaudited condensed statement of stockholders’ equity has been restated to reflect the changes to the impacted stockholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021: As of March 31, 2021 (unaudited) As Previously Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A common stock subject to possible redemption $ 47,001,703 $ (47,001,703 ) $ Change in value of Class A common stock subject to possible redemption $ (1,502,708 ) $ 1,502,708 $ - In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted loss per common stock is presented below for the unaudited Affected Quarterly Periods: As Reported Adjustment As Restated Loss Per Common Stock As Reported Adjustment As Restated For the three months ended March 31, 2021 (unaudited) Net loss $ (157,269 ) $ - $ (157,269 ) Weighted average shares outstanding - Class A common stock 5,800,000 (1,353,333 ) 4,446,667 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B common stock 1,432,083 (38,333 ) 1,393,750 Basic and diluted loss per common stock - Class B common stock $ (0.11 ) $ 0.08 $ (0.03 ) For three months ended June 30, 2021 (unaudited) Net loss $ (1,575,147 ) $ - $ (1,575,147 ) Weighted average shares outstanding - Class A common stock 5,800,000 - 5,800,000 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.22 ) $ (0.22 ) Weighted average shares outstanding - Class B common stock 1,437,500 - 1,437,500 Basic and diluted loss per common stock - Class B common stock $ (1.10 ) $ 0.88 $ (0.22 ) For the six months ended June 30, 2021 (unaudited) Net loss $ (1,732,416 ) $ - $ (1,732,416 ) Weighted average shares outstanding - Class A common stock 5,800,000 (672,928 ) 5,127,072 Basic and diluted earnings per common stock - Class A common stock $ - $ (0.26 ) $ (0.26 ) Weighted average shares outstanding - Class B common stock 1,415,746 - 1,415,746 Weighted average shares outstanding 1,415,746 - 1,415,746 Basic and diluted loss per common stock - Class B common stock $ (1.22 ) $ 0.96 $ (0.26 ) Basic and diluted earnings per common stock $ (1.22 ) $ 0.96 $ (0.26 ) |
Schedule of Basic and Diluted Earnings Per Common Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Schedule of Basic and Diluted Earnings Per Common Share For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 851,680 $ 211,085 $ (529,032 ) $ (140,619 ) Denominator: Basic and diluted weighted average common stock outstanding 5,800,000 1,437,500 5,353,846 1,423,077 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.10 ) $ (0.10 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class Common Stock Subject To Possible Redemption | |
Schedule of Redemption of Condensed Balance Sheet | The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled on the following table: Schedule of Redemption of Condensed Balance Sheet Gross proceeds $ 57,500,000 Less: Proceeds allocated to Public Warrants (3,105,000 ) Class A common stock issuance costs (3,998,225 ) Plus: Accretion of carrying value to redemption value 7,678,225 Class A common stock subject to possible redemption $ 58,075,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement of Financial Assets and Liabilities | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021. Schedule of Fair Value Measurement of Financial Assets and Liabilities Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs Assets: Investments held in Trust Account $ 58,078,962 $ - $ - Liabilities: Derivative warrant liabilities - Public Warrants $ 2,760,000 $ - $ - Derivative warrant liabilities - Private Placement Warrants $ - $ - $ 1,344,000 |
Schedule of Fair Value Input Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Schedule of Fair Value Input Measurements As of January 22, 2021 September 30, 2021 Option term (in years) 6.50 5.81 Volatility 11.80 % 8.70 % Risk-free interest rate 0.69 % 1.11 % Expected dividends 0.00 % 0.00 % Stock price $ 9.46 $ 9.87 |
Schedule of Changes in Derivative Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2021, is summarized as follows: Schedule of Changes in Derivative Warrant Liabilities Derivative warrant liabilities at January 1, 2021 $ - Issuance of Public and Private Warrants 4,589,000 Transfer of Public Warrants to a Level 1 measurement (3,105,000 ) Change in fair value of derivative warrant liabilities (84,000 ) Derivative warrant liabilities at March 31, 2021 $ 1,400,000 Change in fair value of derivative warrant liabilities 448,000 Derivative warrant liabilities at June 30, 2021 $ 1,848,000 Change in fair value of derivative warrant liabilities (504,000 ) Derivative warrant liabilities at September 30, 2021 $ 1,344,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | Sep. 21, 2021 | Jan. 26, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | Sep. 30, 2021 | Feb. 22, 2021 | Dec. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||||||||
Price per share | $ 10.10 | |||||||
Proceeds from offering | $ 57,500,000 | |||||||
Warrants exercise price | $ 11.50 | |||||||
Proceeds from exercise of warrants | $ 3,105,000 | |||||||
Aggregate fair market value description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) 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-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||||||
Share-based Payment Arrangement, Earnings Per Share Computation, Description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||
Cash | $ 25,000 | |||||||
Working capital deficit | 353,000 | |||||||
Promissory note outstanding amount | 48,000 | $ 0 | ||||||
Robb Knie [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from related party | $ 100,000 | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net tangible assets | $ 5,000,001 | 5,000,001 | ||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Dissolution expenses | $ 50,000 | |||||||
IPO [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Shares issued during the period | 5,750,000 | |||||||
Proceeds from offering | $ 57,500,000 | |||||||
Offering costs | 4,200,000 | |||||||
Deferred underwriting commissions | $ 2,000,000 | |||||||
Payments for initial public offering | 25,000 | |||||||
Proceeds from loan | $ 42,125 | |||||||
Repayment of note | $ 40,510 | $ 1,615 | ||||||
Over-Allotment Option [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Shares issued during the period | 750,000 | |||||||
Price per share | $ 10 | |||||||
Over-Allotment Option [Member] | Trust Agreement [Member] | Continental Stock Transfer and Trust Company [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Price per share | $ 0.025 | |||||||
Deposit into trust account | $ 143,750 | |||||||
Possible business combination, value | $ 287,500 | |||||||
Private Placement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Warrants outstanding | 2,800,000 | |||||||
Warrants exercise price | $ 1 | $ 1 | ||||||
Proceeds from exercise of warrants | $ 2,800,000 | |||||||
Private Placement Warrant [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Price per share | $ 10.10 | $ 1 | ||||||
Proceeds from offering | $ 58,100,000 |
Schedule of Effect of Financial
Schedule of Effect of Financial Statement Adjustments Related to Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | ||||
Total assets | $ 58,270,753 | $ 58,502,045 | $ 58,842,230 | $ 58,502,045 | $ 58,270,753 | $ 59,154,441 | $ 153,142 | |||
Total liabilities | 6,708,986 | 8,003,043 | 6,768,081 | 8,003,043 | 6,708,986 | 7,152,727 | 134,499 | |||
Class A common stock subject to possible redemption | 58,075,000 | 58,075,000 | 58,075,000 | 58,075,000 | 58,075,000 | 58,075,000 | ||||
Preferred stock | ||||||||||
Common stock value | ||||||||||
Additional paid-in capital | 24,856 | |||||||||
Accumulated deficit | (6,513,382) | (7,576,147) | (6,001,000) | (7,576,147) | (6,513,382) | (6,073,435) | (6,357) | |||
Total stockholders’ equity (deficit) | (6,513,233) | (7,575,998) | (6,000,851) | (7,575,998) | (6,513,233) | (6,073,286) | 18,643 | |||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 58,270,753 | 58,502,045 | 58,842,230 | 58,502,045 | 58,270,753 | 59,154,441 | 153,142 | |||
Initial value of Class A common stock subject to possible redemption | ||||||||||
Change in value of Class A common stock subject to possible redemption | ||||||||||
Net loss | 1,062,765 | (1,575,147) | (157,269) | (1,732,416) | (669,651) | |||||
Common Class A [Member] | ||||||||||
Common stock value | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | ||||
Shares of Class A common stock subject to possible redemption | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||||
Shares of Class A non-redeemable common stock | 50,000 | 50,000 | 50,000 | 50,000 | ||||||
Weighted average shares outstanding | 5,800,000 | 5,800,000 | 4,446,667 | 5,127,072 | 5,353,846 | |||||
Basic and diluted earnings per common stock | $ 0.15 | $ (0.22) | $ (0.03) | $ (0.26) | $ (0.10) | |||||
Common Class B [Member] | ||||||||||
Common stock value | $ 144 | [1] | $ 144 | $ 144 | $ 144 | $ 144 | [1] | $ 144 | $ 144 | [1] |
Weighted average shares outstanding | 1,437,500 | 1,437,500 | 1,393,750 | 1,415,746 | 1,423,077 | |||||
Basic and diluted earnings per common stock | $ 0.15 | $ (0.22) | $ (0.03) | $ (0.26) | $ (0.10) | |||||
Previously Reported [Member] | ||||||||||
Total assets | $ 58,502,045 | $ 58,842,230 | $ 58,502,045 | 59,154,441 | ||||||
Total liabilities | 8,003,043 | 6,768,081 | 8,003,043 | 7,152,727 | ||||||
Class A common stock subject to possible redemption | 45,498,995 | 47,074,141 | 45,498,995 | 47,001,714 | ||||||
Preferred stock | ||||||||||
Additional paid-in capital | 6,738,506 | 5,163,376 | 6,738,506 | 5,235,803 | ||||||
Accumulated deficit | (1,738,773) | (163,626) | (1,738,773) | (236,061) | ||||||
Total stockholders’ equity (deficit) | 5,000,007 | 5,000,008 | 5,000,007 | 5,000,001 | ||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | 58,502,045 | 58,842,230 | 58,502,045 | 59,154,442 | ||||||
Initial value of Class A common stock subject to possible redemption | 47,001,714 | 47,001,703 | ||||||||
Change in value of Class A common stock subject to possible redemption | 72,427 | (1,502,708) | ||||||||
Net loss | (1,575,147) | (157,269) | (1,732,416) | |||||||
Previously Reported [Member] | Common Class A [Member] | ||||||||||
Common stock value | $ 130 | $ 114 | $ 130 | $ 115 | ||||||
Shares of Class A common stock subject to possible redemption | 4,504,851 | 4,660,806 | 4,504,851 | 4,653,635 | ||||||
Shares of Class A non-redeemable common stock | 1,295,149 | 1,139,194 | 1,295,149 | 1,146,365 | ||||||
Weighted average shares outstanding | 5,800,000 | 5,800,000 | 5,800,000 | |||||||
Basic and diluted earnings per common stock | ||||||||||
Previously Reported [Member] | Common Class B [Member] | ||||||||||
Common stock value | $ 144 | $ 144 | $ 144 | $ 144 | ||||||
Weighted average shares outstanding | 1,437,500 | 1,432,083 | 1,415,746 | |||||||
Basic and diluted earnings per common stock | $ (1.10) | $ (0.11) | $ (1.22) | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||||||
Total assets | ||||||||||
Total liabilities | ||||||||||
Class A common stock subject to possible redemption | 12,576,005 | 11,000,859 | 12,576,005 | 11,073,286 | ||||||
Preferred stock | ||||||||||
Additional paid-in capital | (6,738,506) | (5,163,376) | (6,738,506) | (5,235,803) | ||||||
Accumulated deficit | (5,837,374) | (5,837,374) | (5,837,374) | (5,837,374) | ||||||
Total stockholders’ equity (deficit) | (12,576,005) | (11,000,859) | (12,576,005) | (11,073,287) | ||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | (1) | |||||||||
Initial value of Class A common stock subject to possible redemption | (47,001,714) | (47,001,703) | ||||||||
Change in value of Class A common stock subject to possible redemption | (72,427) | 1,502,708 | ||||||||
Net loss | ||||||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class A [Member] | ||||||||||
Common stock value | $ (125) | $ (109) | $ (125) | $ (110) | ||||||
Shares of Class A common stock subject to possible redemption | 1,245,149 | 1,089,194 | 1,245,149 | 1,096,365 | ||||||
Shares of Class A non-redeemable common stock | (1,245,149) | (1,089,194) | (1,245,149) | (1,096,365) | ||||||
Weighted average shares outstanding | (1,353,333) | (672,928) | ||||||||
Basic and diluted earnings per common stock | $ (0.22) | $ (0.03) | $ (0.26) | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | Common Class B [Member] | ||||||||||
Common stock value | ||||||||||
Weighted average shares outstanding | (38,333) | |||||||||
Basic and diluted earnings per common stock | $ 0.88 | $ 0.08 | $ 0.96 | |||||||
[1] | As of December 31, 2020, this number included up to 187,500 187,500 |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earnings Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | |||||
Allocation of net income (loss) | $ 851,680 | $ (529,032) | |||
Basic and diluted weighted average common stock outstanding | 5,800,000 | 5,353,846 | |||
Basic and diluted net income (loss) per common stock | $ 0.15 | $ (0.22) | $ (0.03) | $ (0.26) | $ (0.10) |
Common Class B [Member] | |||||
Allocation of net income (loss) | $ 211,085 | $ (140,619) | |||
Basic and diluted weighted average common stock outstanding | 1,437,500 | 1,423,077 | |||
Basic and diluted net income (loss) per common stock | $ 0.15 | $ (0.22) | $ (0.03) | $ (0.26) | $ (0.10) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (restated) (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Federal depository insurance coverage limit | $ 250,000 | ||
Common Class A [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Redemption value in temporary equity | 5,750,000 | ||
IPO [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Offering cost | $ 213,000 | ||
Financing cost - derivative liabilities | 4,000,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Net | $ 5,000,001 | $ 5,000,001 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Jan. 22, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 10.10 | |
Proceeds from offering | $ 57,500,000 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 9.20 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period | 5,750,000 | |
Proceeds from offering | $ 57,500,000 | |
Offering costs | 4,200,000 | |
Deferred underwriting commissions | $ 2,000,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued during the period | 750,000 | |
Price per share | $ 10 | |
Public Warrant [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 26, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Oct. 15, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 22, 2021 | Sep. 30, 2020 | Sep. 21, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Issuance of Class B common stock to Sponsor | $ 25,000 | |||||||||
Founder shares, description | The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell (i) with respect to 50% of Founder Shares, for a period ending on the six-month anniversary of the date of the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||||
Warrants exercise price | $ 11.50 | $ 11.50 | ||||||||
Proceeds from exercise of warrants | $ 3,105,000 | |||||||||
Price per share | 10.10 | $ 10.10 | ||||||||
Additional warrant price per share | $ 1 | $ 1 | ||||||||
Deposit to trust account | $ 143,750 | $ 143,750 | ||||||||
Public price per share | $ 0.025 | $ 0.025 | ||||||||
Business combination total payment value | $ 287,500 | |||||||||
Payment for office space, utilities and secretarial and administrative services | 10,000 | |||||||||
General administrative expenses -related party | $ 30,000 | 90,000 | ||||||||
Due to related party | 90,000 | 90,000 | ||||||||
Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 42,125 | |||||||||
Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | 0 | 48,000 | 48,000 | |||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 750,000 | |||||||||
Price per share | $ 10 | |||||||||
Over-Allotment Option [Member] | Underwriters [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 187,500 | |||||||||
Over allotments description | The Initial Stockholders agreed to forfeit up to 187,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative’s Shares, as defined in Note 5) | |||||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants outstanding | 2,800,000 | |||||||||
Warrants exercise price | $ 1 | $ 1 | ||||||||
Proceeds from exercise of warrants | $ 2,800,000 | |||||||||
Private Placement Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ 10.10 | $ 1 | ||||||||
Additional warrant price per share | $ 1 | $ 1 | ||||||||
Robb Knie [Member] | Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 150,000 | |||||||||
Repayments of Debt | $ 40,510 | $ 1,615 | ||||||||
Robb Knie [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 100,000 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | 0.0001 | ||||||
Common Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | 0.0001 | 0.0001 | |||||||
Price per share | $ 9.20 | $ 9.20 | ||||||||
Common Class A [Member] | Public Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per share | $ 11.50 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 1,437,500 | |||||||||
Founder Shares [Member] | Messrs. Reavey [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 25,000 | |||||||||
Founder Shares [Member] | Messrs. Pavell [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 25,000 | |||||||||
Founder Shares [Member] | Messrs. Zippin [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 25,000 | |||||||||
Founder Shares [Member] | Messrs. Agrawal [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 25,000 | |||||||||
Founder Shares [Member] | Other Initial Stockholders [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued during the period | 180,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | Jan. 22, 2021 | Oct. 15, 2020 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period. value | $ 25,000 | ||
Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting discount, per unit | $ 0.20 | ||
Underwriting discount, amount | $ 1,200,000 | ||
Deferred fee, per unit | $ 0.35 | ||
Deferred fee, amount | $ 2,000,000 | ||
Underwriting Agreement [Member] | Kingswood-Representative [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period, shares | 50,000 | ||
Underwriting Agreement [Member] | Kingswood-Representative [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period, shares | 50,000 | ||
Proposed Public Offering [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting agreement, description | The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on January 22, 2021 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period, shares | 5,750,000 | ||
IPO [Member] | Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued during the period. value | $ 500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Jan. 22, 2021 | Oct. 15, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price | $ 11.50 | ||
Private placement warrants, description | In addition, if (x) the Company issues additional shares of Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | ||
Issuance of price per share | $ 10.10 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of price per share | $ 9.20 | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants, outstanding | $ 5,750,000 | ||
Public Warrant [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of price per share | $ 11.50 | ||
Private Placement Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants, outstanding | $ 2,800,000 | ||
Issuance of price per share | $ 10.10 | $ 1 |
Schedule of Redemption of Conde
Schedule of Redemption of Condensed Balance Sheet (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Class Common Stock Subject To Possible Redemption | |
Gross proceeds | $ 57,500,000 |
Proceeds allocated to Public Warrants | (3,105,000) |
Class A common stock issuance costs | (3,998,225) |
Accretion of carrying value to redemption value | 7,678,225 |
Class A common stock subject to possible redemption | $ 58,075,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details Narrative) - Common Class A [Member] - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 5,800,000 | ||||
Redemption of shares | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - $ / shares | Jan. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 15, 2020 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 5,800,000 | |||
Common stock, shares outstanding | 5,800,000 | |||
Common stock, shares issued | 50,000 | 0 | ||
Common stock, shares outstanding | 50,000 | 0 | ||
Common Class A [Member] | Subject to Possible Redemption [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock share redemption | 5,750,000 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 2,000,000 | 2,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 1,437,500 | 1,437,500 | ||
Common stock, shares outstanding | 1,437,500 | 1,437,500 | ||
Number of stock options forfeiture, during period | 187,500 | |||
Common Class B [Member] | Over-Allotment Options Not Excercised Full or Partially [Member] | ||||
Class of Stock [Line Items] | ||||
Number of stock options forfeiture, during period | 187,500 | 187,500 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) | Sep. 30, 2021USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in trust account | $ 58,078,962 |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 2,760,000 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in trust account | |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in trust account | |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities | 1,344,000 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative warrant liabilities |
Schedule of Fair Value Input Me
Schedule of Fair Value Input Measurements (Details) | Jan. 22, 2021$ / shares | Sep. 30, 2021$ / shares |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 6 years 6 months | 5 years 9 months 21 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.1180 | 0.0870 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0.0069 | 0.0111 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Measurement Input Probability of Completing Business Combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 9.46 | 9.87 |
Schedule of Changes in Derivati
Schedule of Changes in Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Derivative warrant liabilities, Beginning | $ 1,848,000 | $ 1,400,000 | |
Issuance of Public and Private Warrants | 4,589,000 | ||
Transfer of Public Warrants to a Level 1 measurement | (3,105,000) | ||
Change in fair value of derivative warrant liabilities | (504,000) | 448,000 | (84,000) |
Derivative warrant liabilities, Ending | $ 1,344,000 | $ 1,848,000 | $ 1,400,000 |