SeaStar Medical Holding (ICU) 10-Q17 Nov 212021 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 09, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Transition Report	false
Entity File Number	001-39927
Entity Registrant Name	LMF ACQUISITION OPPORTUNITIES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3681132
Entity Address, Address Line One	1200 West Platt Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33606
City Area Code	813
Local Phone Number	222-8996
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
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001831868
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, and one Warrant
Trading Symbol	LMAOU
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock par value $0.0001 per share
Trading Symbol	LMAO
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		10,453,500
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	LMAOW
Security Exchange Name	NASDAQ
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,587,500

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 165,840	$ 38,388
Prepaid insurance and other fees	411,903
Prepaid expenses	47,135	230,820
Current Assets	624,878	269,208
Cash and marketable securities held in trust	105,578,132
Total assets	106,203,010	269,208
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses	277,306	123,031
Due to related parties		126,413
Total current liabilities	277,306	249,444
Deferred underwriting commissions in connection with the initial public offering	3,622,500
Warrant liability (Note 10)	7,414,280
Total liabilities	11,314,086	249,444
Commitments
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,785
Accumulated deficit	(10,681,345)	(5,236)
Total stockholders’ equity	(10,681,076)	19,764
Total liabilities and stockholders’ equity	106,203,010	269,208
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share	105,570,000
Stockholders’ equity:
Common stock, value	10
Total stockholders’ equity	10
Class A Common Stock [Member] \| Common Stock Subject To Mandatory Redemption [Member]
LIABILITIES AND STOCKHOLDERS' EQUITY
Class A common stock subject to possible redemption 10,350,000 shares at redemption value of $10.20 per share	105,570,000
Class B Common Stock [Member]
Stockholders’ equity:
Common stock, value	259	215
Total stockholders’ equity	$ 259	$ 215

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	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
Class A Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	103,500
Common stock, shares outstanding	103,500
Class A Common Stock [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Common stock, shares outstanding	10,350,000	0
Common stock, par value	$ 10.20	$ 10.20
Class B Common Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,587,500	2,156,250
Common stock, shares outstanding	2,587,500	2,156,250

Statement of Condensed Consolid

Statement of Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Expenses:
Formation and Administrative costs	$ 411,398	$ 747,073
Loss from operations	(411,398)	(747,073)
Gain on warrant liability revaluation	644,720	702,400
Other income
Investment income earned on marketable securities held in Trust Account	2,661	4,415
Net income (loss)	$ 235,983	$ (40,258)
Class A Common Stock [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive	10,453,500	9,381,347
Basic and diluted net income (loss) per share	$ 0.02
Class B Common Stock [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive	2,587,500	2,543,269

Condensed Consolidated Statemen

Condensed Consolidated Statements of Cash Flows (Unaudited)	9 Months Ended
Condensed Consolidated Statements of Cash Flows (Unaudited)	Sep. 30, 2021USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (40,258)
Adjustments to reconcile net loss to cash used in operating activities
Formation costs paid by related parties	(126,413)
Gain on warrant liability revaluation	(702,400)
Change in assets and liabilities
Prepaid costs	342,091
Accrued expenses	154,275
Net cash used in operating activities	(372,705)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Trust account	(105,578,132)
Net cash used in financing activities	(105,578,132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Insurance financing payments	(753,994)
Proceeds from issuance of private placement warrants	5,738,000
Proceeds from issuance of units	103,500,000
Issue costs from issuance of units	(2,405,717)
Net cash provided by financing activities	106,078,289
NET INCREASE IN CASH	127,452
CASH - BEGINNING OF YEAR	38,388
CASH - END OF PERIOD	165,840
SUPPLEMENTAL DISCLOSURES OF NON-CASHFLOW INFORMATION
Reclassification of warrants to liability	8,116,680
Deferred underwriting commissions in connection with the initial public offering	$ 3,806,185

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Class A Common Stock [Member]	Class B Common Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Redeemable Interest [Member]
Beginning Balance at Dec. 31, 2020	$ 19,764		$ 215	$ 24,785	$ (5,236)
Beginning Balances (in shares) at Dec. 31, 2020			2,156,250
Class A Units issued for cash, net of offering costs	97,288,098	$ 158		97,287,940
Class A Units issued for cash net of offering costs (in shares)		10,350,000
Class A Units issued for no cash (in shares)		103,500
Class A Units reclassified to Commitments subject to possible redemption	(89,605,819)			(89,605,819)		$ 89,605,819
Class A Units reclassified to Commitments subject to possible redemption (in shares)		(8,871,863)
Private placement warrants issued for cash	5,738,000			5,738,000
Class B shares dividend			$ 44	(44)
Class B shares dividend (in shares)			431,250
Warrants classified as liabilities	(8,116,680)			(8,116,680)
Net income(loss)	1,706,457				1,706,457
Ending Balance at Mar. 31, 2021	7,029,820	$ 158	$ 259	5,328,182	1,701,221	89,605,819
Ending Balances (in shares) at Mar. 31, 2021		1,581,637	2,587,500
Net income(loss)	(1,982,698)				(1,982,698)
Ending Balance at Jun. 30, 2021	5,047,122	$ 158	$ 259	5,328,182	(281,477)	89,605,819
Ending Balances (in shares) at Jun. 30, 2021		1,581,637	2,587,500
Change in value of Class A Ordinary Shares subject to possible redemption	(15,964,181)	$ (148)		$ (5,328,182)	(10,635,851)	15,964,181
Change in value of Class A Ordinary Shares subject to possible redemption, shares		(1,478,137)
Net income(loss)	235,983				235,983
Ending Balance at Sep. 30, 2021	$ (10,681,076)	$ 10	$ 259		$ (10,681,345)	$ 105,570,000
Ending Balances (in shares) at Sep. 30, 2021		103,500	2,587,500

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations LMF Acquisition Opportunities, Inc. (the “Company”) was incorporated in Delaware 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 has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period from October 27, 2020 (inception) through September 30, 2021 relates to the Company's formation and the initial public offering ("IPO") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains or losses from the revaluation of the warrant liability. The registration statement for the Company’s IPO was declared effective on January 25, 2021 (the “Effective Date”). On January 28, 2021, the Company consummated the IPO of 10,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $103,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,738,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to LMFAO Sponsor LLC, a Florida limited liability company (the “Sponsor”), generating gross proceeds of $5,738,000, which is described in Note 4. Transaction costs for the IPO amounted to $6,233,747 consisting of $2,070,000 of underwriting discount, $3,622,500 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $540,247 of other offering costs. In addition, $974,009 of cash was held outside of the Trust Account (as defined below) as of the date of the IPO and became available for working capital purposes at such time. Following the closing of the IPO on January 28, 2021, an amount of $105,570,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement	9 Months Ended
Restatement of Previously Issued Financial Statement	Sep. 30, 2021
Accounting Changes And Error Corrections [Abstract]
Restatement of Previously Issued Financial Statement	Note 2. Restatement of Previously Issued Financial Statement The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants (the “Warrant Agreement”) includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrant. In addition, the Warrant Agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). In connection with the reevaluation of the accounting treatment of the Warrants, the Company’s management evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s Audit Committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s Audit Committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the Warrant Agreement fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-15. As a result of the above, the Company should have classified the $8,116,680 The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. Going forward, unless the Company amends the terms of the Warrant Agreement, it expects to continue to classify the Warrants as liabilities, which would require the Company to incur the cost of measuring the fair value of the Warrant liabilities, and which may have an adverse effect on the Company’s results of operations. Note 2A. Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management determined it should revise its previously reported condensed financial statements. The Company had previously determined the Class A Ordinary Shares subject to possible redemption to be equal to the redemption value of $10.20 per Class A Ordinary Shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management has also determined that the Class A Ordinary Shares issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management has concluded that the redemption value should include all the Class A Ordinary Shares subject to possible redemption, resulting in the Class A Ordinary Shares subject to possible redemption being equal to their redemption value. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was not material to any previously presented financial statements. Therefore, the Company will present this restatement in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A Ordinary Shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and the Class A Ordinary Shares. In connection with the change in presentation for the Class A Ordinary Shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B Ordinary Shares. The presentation contemplates a Business Combination as the most likely outcome, in which case, both the Class A Ordinary Shares and the Class B Ordinary Shares share pro rata in the income (loss) of the Company. There has been no change in the Company's total assets, liabilities or operating results. Balance Sheet as of January 28, 2021 (audited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,307,337 (5,307,337) - Accumulated deficit (5,290) (10,656,696) (10,661,986) Total shareholders; equity (deficit) 5,302,464 - (10,661,717) Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,328,182 (5,328,182) - Accumulated deficit 1,701,221 (10,635,851) (8,934,630) Total shareholders; equity (deficit) 7,029,820 - (8,934,361) Balance Sheet as of June 30, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,328,182 (5,328,182) - Accumulated deficit (281,477) (10,635,851) (10,917,328) Total shareholders; equity (deficit) 5,047,122 - (10,917,059) The following is the restated earnings per share for the three months ended March 31, 2021, June 30, 20201 and the six months ended June 30, 2021: For the Three Months Ended March 31, 2021 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Expenses: Formation and Administrative costs $ 125,957 $ 209,718 $ 335,675 Loss from operations (125,957 ) (209,718 ) (335,675 ) Gain on warrant liability revaluation 1,830,660 (1,772,980 ) 57,680 Other income Investment income earned on marketable securities held in Trust Account 1,754 - 1,754 Net income (loss) $ 1,706,457 $ (1,982,698 ) $ (276,241 ) Income (loss) per share: Weighted average shares outstanding, basic and dilutive Class A - Common stock 7,201,300 10,453,500 8,836,384 Class B - Common stock 2,453,333 2,587,500 2,520,787 Basic and diluted net income (loss) per share Class A - Common stock $ 0.13 $ (0.12 ) $ (0.02 ) Class B - Common stock $ 0.04 $ (0.03 ) $ (0.01 ) The following is the restated equity rollforward for the three months ended March 31, 2021, June 30, 20201 and September 30, 2021: Class A Common Stock Class B Common Stock paid Accumulated Total Redeemable Shares (1) Amount Shares (1) Amount in capital Deficit Equity Interest Balance as of December 31, 2020 — $ — 2,156,250 $ 215 $ 24,785 $ (5,236 ) $ 19,764 $ - Class A Units issued for cash, net of offering costs 10,350,000 158 — — 97,287,940 — 97,288,098 — Class A Units issued for no cash 103,500 — — — — - — Class A Units reclassified to Commitments subject to possible redemption (10,350,000 ) (148 ) (94,934,001 ) (10,635,851 ) (105,570,000 ) 105,570,000 Private placement warrants issued for cash 5,738,000 5,738,000 — Class B shares dividend 431,250 44 (44 ) - — Warrants classified as liabilities (8,116,680 ) (8,116,680 ) — Net income — — — — — 1,706,457 1,706,457 — Balance - March 31, 2021 103,500 $ 10 2,587,500 $ 259 $ - $ (8,934,630 ) $ (8,934,361 ) $ 105,570,000 Net loss — — — — — (1,982,698 ) (1,982,698 ) — Balance - June 30, 2021 103,500 $ 10 $ 2,587,500 $ 259 $ - $ (10,917,328 ) $ (10,917,059 ) $ 105,570,000 Net income — — — — — 235,983 235,983 — Balance - September 30, 2021 103,500 $ 10 $ 2,587,500 $ 259 $ - $ (10,681,345 ) $ (10,681,076 ) $ 105,570,000

Significant Accounting Policies

Significant Accounting Policies Basis of Presentation	9 Months Ended
Significant Accounting Policies Basis of Presentation	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies Basis of Presentation	Note 3 — Significant Accounting Policies Basis of Presentation Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements as of September 30, 2021 and for the three months ended September 30, 2021 are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2020, is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2020. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Cash and Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares 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 the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature 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 and December 31, 2020, 10,350,000 and zero, respectively, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable Ordinary Shares to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 the Class A Ordinary Shares reflected in the condensed balance sheet are reconciled in the following table: Gross Proceeds $ 103,500,000 Plus / (less) adjustments to carrying value Proceeds allocated to the Public Warrants (5,175,000) Class A Ordinary Shares issuance costs (2,405,717) Plus: 98,325,000 Accretion of carrying value to redemption value 7,245,000 Class A Ordinary Shares subject to possible redemption $105,570,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption T he Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 the Company's control) are classified as temporary equity. At all other times, common stock are classified as stockholders' equity. The Company's common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, 10,350,000 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 ASC 480 and ASC 815-15. 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. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. 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. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and that were charged to stockholders' equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $6,233,747 have been charged to stockholders' equity (consisting of $2,070,000 in underwriters' discount, $3,622,500 in deferred underwriters' fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and approximately $540,247 of other cash expenses). Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2021, the Company determined that a valuation allowance should be established. As of September 30, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net income (loss) per common share. Shares of Class A common stock subject to possible redemption as of the three and nine-month periods ended September 30, 2021 have been excluded from the calculation of the basic net income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net income per share, the Company has not considered the effect of the incremental number of shares of common stock to settle Warrants sold in the Initial Public Offering and Private Placement, as calculated using the treasury stock method. The calculation excludes 10,350,000 Public Warrants and 5,738,000 Private Placement Warrants for the three and nine-month periods ended September 30, 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money warrants) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Government Money Market Fund He

Government Money Market Fund Held in Trust account	9 Months Ended
Government Money Market Fund Held in Trust account	Sep. 30, 2021
Assets Held In Trust [Abstract]
Government Money Market Fund Held in Trust account	NOTE 4. GOVERNMENT MONEY MARKET FUND HELD IN TRUST ACCOUNT As of September 30, 2021, substantially all of the assets totaling approximately $105,578,000 were held in a treasury money market fund. Management elects to measure the treasury money market fund at fair value in accordance with the guidance in ASC Topic 825 “Financial Instruments”. Any changes in fair value of the government securities are recognized in net income. Impairment of government securities is recognized in earnings when a decline in value has occurred that is deemed to be other than temporary, and the current fair value becomes the new cost basis for the securities.

Prepaid Expenses

Prepaid Expenses	9 Months Ended
Prepaid Expenses	Sep. 30, 2021
Operating Costs And Expenses [Abstract]
Prepaid Expenses	NOTE 5. PREPAID EXPENSES As of September 30, 2021, the Company had prepaid expenses of approximately $412,000 primarily in connection with the prepayment for D&O insurance.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 6. Initial Public Offering Pursuant to the IPO on January 28, 2021, the Company sold 10,350,000 Units, at a purchase price of $10.00 per Unit. Each unit consists of one share of Class A common stock, and one warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. (see Note 7). Aggregate of $10.20 per Unit sold in the IPO is being held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail the prospectus for the IPO), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

Private Placement

Private Placement	9 Months Ended
Private Placement	Sep. 30, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 7. Private Placement Simultaneously with the closing of the IPO, the Company consummated a private placement with the Company’s Sponsor purchasing an aggregate of 5,738,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $5,738,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. In addition, for as long as the Private Placement Warrants are held by the underwriters or their designees or affiliates, they may not be exercised after five years from the Effective Date. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 8. Related Party Transactions Related Party Loans On November 6, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of September 30, 2021 or the closing of the IPO. The loan was to be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On January 27, 2020, the Company had drawn down $151,000 under the promissory note with the Sponsor to pay for offering expenses. On January 28, 2021, the Company repaid $151,000 to the Sponsor. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be convertible into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. 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. Related Party Extension Loans The Company will have until 18 months from the closing of the IPO to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company will, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months (for a total of 21 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on January 25, 2021, 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 $1,035,000 ($0.10 per share in either case) on or prior to the date of the deadline. Such payment would be made in the form of a loan. Such loan will be non-interest bearing and payable upon the consummation of the Company’s Business Combination. If the Company completes a Business Combination, the Company would repay such loaned amount out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. Furthermore, the letter agreement with the Sponsor contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loan out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are obligated to fund the Trust Account in order to extend the time for the Company to complete a Business Combination, but the Sponsor is not obligated to extend such time. Founder Shares On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to the Sponsor for $25,000 in cash, or approximately $0.012 per share, in connection with formation. In January 2021, the Company effected a stock dividend of 431,250 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 2,587,500 founder shares The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions.

Commitments Registration Rights

Commitments Registration Rights	9 Months Ended
Commitments Registration Rights	Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments Registration Rights	Note 9. Commitments Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and warrants (including underlying securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on January 19, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement for the IPO and may not exercise their demand rights on more than one occasion. Right of First Refusal Subject to certain conditions, the Company granted Maxim Group LLC (“Maxim”), for a period beginning on the closing of the IPo and ending 18 months after the date of the consummation of the Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the IPO. Representative’s Common Stock On January 25, 2021, the Company issued to Maxim and/or its designees, 103,500 shares of Class A common stock. The Company estimated the fair value of the stock to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The stock were treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 18 months from the closing of the IPO (or 21 months from the closing, if the Company extends the period of time to consummate a Business Combination. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement for the IPO pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the IPO, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following the effective date of the registration statement for the IPO, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

Derivative Liability

Derivative Liability	9 Months Ended
Derivative Liability	Sep. 30, 2021
Derivative Liabilities [Abstract]
Derivative Liability	Note 10. Derivative Liability Warrants At September 30, 2021, there are 16,088,000 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 its 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 Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, 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 Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) Value Value The warrants will become exercisable on the later of 12 months from September 30, 2021, or 30 days after the completion of its Business Combination, and will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the 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 three business days before the Company send the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below); by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend, or the Company’s recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Warrants Classified as Derivative Liabilities The Company previously accounted for its outstanding Public Warrants (as defined in Note 3) and Private Placement Warrants issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management has evaluated both the Public Warrants and the Private Placement Warrants using ASC Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company also concluded the tender offer provision included in the warrant agreement fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company has classified the warrants as derivative liabilities. The following table presents fair value information as of September 30, 2021 and January 28, 2021 of the Company’s warrants. The Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. These pricing inputs include the publicly traded value of the Public Warrants as of September 30, 2021 ($0.4598 per warrant) and January 28, 2021 ($0.51 per warrant). Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of September 30, 2021 As of January 28, 2021 Public Warrants $ 4,761,000 $ 5,175,000 Private Placement Warrants 2,653,280 2,941,680 $ 7,414,280 $ 8,116,680 The Company recognized an approximately $702,400 gain upon the revaluation of the warrants as of September 30, 2021. The Company will remeasure these warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 11. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level September 30, 2021 January 28, 2021 Assets: Government securities held in Trust Account 1 $ 105,578,132 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,653,280 2,249,520 Public Warrants 3 4,761,000 4,036,500

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2021
Equity [Abstract]
Stockholders' Equity	Note 12. Stockholder’s Equity Preferred Stock — The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. On September 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue a total of 100,000,000 shares of Class A common stock at par value of $0.0001 each. On September 30, 2021, there were 10,453,000 shares of Class A common stock issued and outstanding , excluding 10,350,000 shares of Class A common shares subject to possible redemption. Class B Common Stock — The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. On November 6, 2020, the Company issued 2,156,250 shares of Class B common stock to its initial stockholder, the Sponsor, for $25,000, or approximately $0.012 per share. In January 2021, the Company effected a stock dividend, resulting in the initial stockholder holding an aggregate of 2,587,500 founder shares of Class B common stock. At September 30, 2021, there were 2,587,500 shares of Class B common stock issued and outstanding. The Sponsor has agreed not to transfer, assign, or sell any of its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its 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 excess of the amounts offered in the IPO and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock 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 this offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates, or certain of officers and directors upon conversion of working capital loans made to the Company). 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 Company's stockholders, with each share of common stock entitling the holder to one vote.

Significant Accounting Polici_2

Significant Accounting Policies Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements as of September 30, 2021 and for the three months ended September 30, 2021 are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2020, is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2020.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares 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 the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. The Class A Ordinary Shares feature 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 and December 31, 2020, 10,350,000 and zero, respectively, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts carrying value of redeemable Ordinary Shares to equal the redemption value at the end of the reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021 the Class A Ordinary Shares reflected in the condensed balance sheet are reconciled in the following table: Gross Proceeds $ 103,500,000 Plus / (less) adjustments to carrying value Proceeds allocated to the Public Warrants (5,175,000) Class A Ordinary Shares issuance costs (2,405,717) Plus: 98,325,000 Accretion of carrying value to redemption value 7,245,000 Class A Ordinary Shares subject to possible redemption $105,570,000
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption he Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 the Company's control) are classified as temporary equity. At all other times, common stock are classified as stockholders' equity. The Company's common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, 10,350,000
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 ASC 480 and ASC 815-15. 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. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 10,350,000 warrants issued in connection with the IPO (the “Public Warrants”) and the 5,768,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. 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.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and that were charged to stockholders' equity upon the completion of the IPO. Accordingly, on September 30, 2021, offering costs totaling $6,233,747 have been charged to stockholders' equity (consisting of $2,070,000 in underwriters' discount, $3,622,500 in deferred underwriters' fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and approximately $540,247 of other cash expenses).
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2021, the Company determined that a valuation allowance should be established. As of September 30, 2021 and December 31, 2020, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2021 and December 31, 2020. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net income (loss) per common share. Shares of Class A common stock subject to possible redemption as of the three and nine-month periods ended September 30, 2021 have been excluded from the calculation of the basic net income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net income per share, the Company has not considered the effect of the incremental number of shares of common stock to settle Warrants sold in the Initial Public Offering and Private Placement, as calculated using the treasury stock method. The calculation excludes 10,350,000 Public Warrants and 5,738,000 Private Placement Warrants for the three and nine-month periods ended September 30, 2021 as the exercise prices were greater than the average market price during the period (out-of-the-money warrants)
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statement (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Changes And Error Corrections [Abstract]
Summary of Total Assets, Liabilities or Operating Results	There has been no change in the Company's total assets, liabilities or operating results. Balance Sheet as of January 28, 2021 (audited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,307,337 (5,307,337) - Accumulated deficit (5,290) (10,656,696) (10,661,986) Total shareholders; equity (deficit) 5,302,464 - (10,661,717) Balance Sheet as of March 31, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,328,182 (5,328,182) - Accumulated deficit 1,701,221 (10,635,851) (8,934,630) Total shareholders; equity (deficit) 7,029,820 - (8,934,361) Balance Sheet as of June 30, 2021 (unaudited) As Previously Reported Adjustment As Revised Class A Ordinary Shares subject to possible redemption 89,605,819 15,964,181 105,570,000 Class A Ordinary Shares 158 (148) 10 Class B Ordinary Shares 259 - 259 Additional paid-in capital 5,328,182 (5,328,182) - Accumulated deficit (281,477) (10,635,851) (10,917,328) Total shareholders; equity (deficit) 5,047,122 - (10,917,059)
Summary of Restated Earnings Per Share	The following is the restated earnings per share for the three months ended March 31, 2021, June 30, 20201 and the six months ended June 30, 2021: For the Three Months Ended March 31, 2021 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Expenses: Formation and Administrative costs $ 125,957 $ 209,718 $ 335,675 Loss from operations (125,957 ) (209,718 ) (335,675 ) Gain on warrant liability revaluation 1,830,660 (1,772,980 ) 57,680 Other income Investment income earned on marketable securities held in Trust Account 1,754 - 1,754 Net income (loss) $ 1,706,457 $ (1,982,698 ) $ (276,241 ) Income (loss) per share: Weighted average shares outstanding, basic and dilutive Class A - Common stock 7,201,300 10,453,500 8,836,384 Class B - Common stock 2,453,333 2,587,500 2,520,787 Basic and diluted net income (loss) per share Class A - Common stock $ 0.13 $ (0.12 ) $ (0.02 ) Class B - Common stock $ 0.04 $ (0.03 ) $ (0.01 )
Summary of Restated Equity Rollforward	The following is the restated equity rollforward for the three months ended March 31, 2021, June 30, 20201 and September 30, 2021: Class A Common Stock Class B Common Stock paid Accumulated Total Redeemable Shares (1) Amount Shares (1) Amount in capital Deficit Equity Interest Balance as of December 31, 2020 — $ — 2,156,250 $ 215 $ 24,785 $ (5,236 ) $ 19,764 $ - Class A Units issued for cash, net of offering costs 10,350,000 158 — — 97,287,940 — 97,288,098 — Class A Units issued for no cash 103,500 — — — — - — Class A Units reclassified to Commitments subject to possible redemption (10,350,000 ) (148 ) (94,934,001 ) (10,635,851 ) (105,570,000 ) 105,570,000 Private placement warrants issued for cash 5,738,000 5,738,000 — Class B shares dividend 431,250 44 (44 ) - — Warrants classified as liabilities (8,116,680 ) (8,116,680 ) — Net income — — — — — 1,706,457 1,706,457 — Balance - March 31, 2021 103,500 $ 10 2,587,500 $ 259 $ - $ (8,934,630 ) $ (8,934,361 ) $ 105,570,000 Net loss — — — — — (1,982,698 ) (1,982,698 ) — Balance - June 30, 2021 103,500 $ 10 $ 2,587,500 $ 259 $ - $ (10,917,328 ) $ (10,917,059 ) $ 105,570,000 Net income — — — — — 235,983 235,983 — Balance - September 30, 2021 103,500 $ 10 $ 2,587,500 $ 259 $ - $ (10,681,345 ) $ (10,681,076 ) $ 105,570,000

Significant Accounting Polici_3

Significant Accounting Policies Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Class A Ordinary Shares Reflected in Condensed Balance Sheet	At September 30, 2021 the Class A Ordinary Shares reflected in the condensed balance sheet are reconciled in the following table: Gross Proceeds $ 103,500,000 Plus / (less) adjustments to carrying value Proceeds allocated to the Public Warrants (5,175,000) Class A Ordinary Shares issuance costs (2,405,717) Plus: 98,325,000 Accretion of carrying value to redemption value 7,245,000 Class A Ordinary Shares subject to possible redemption $105,570,000

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended
Derivative Liability (Tables)	Sep. 30, 2021
Derivative Liabilities [Abstract]
Schedule of Fair Value of Warrant Liability	The fair value of the warrant liability is classified within Level 3 of the fair value hierarchy. As of September 30, 2021 As of January 28, 2021 Public Warrants $ 4,761,000 $ 5,175,000 Private Placement Warrants 2,653,280 2,941,680 $ 7,414,280 $ 8,116,680

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level September 30, 2021 January 28, 2021 Assets: Government securities held in Trust Account 1 $ 105,578,132 $ 105,570,833 Liabilities: Private Placement Warrants 3 2,653,280 2,249,520 Public Warrants 3 4,761,000 4,036,500

Organization and Business Ope_2

Organization and Business Operations - Additional Details (Details) - USD ($)	1 Months Ended	8 Months Ended	9 Months Ended
	Jan. 28, 2021	Sep. 30, 2021	Sep. 30, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private placement warrants			$ 5,738,000
Transaction costs		$ 3,622,500	$ 3,622,500
IPO [Member]
Subsidiary Sale Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
IPO [Member] \| Class A Common Stock [Member]
Subsidiary Sale Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
Gross proceeds from issuance	$ 103,500,000
Private Placement [Member] \| Warrant [Member]
Subsidiary Sale Of Stock [Line Items]
Stock issued	5,738,000		5,738,000
Sales price per unit	$ 1	$ 1	$ 1
Proceeds from issuance of private placement warrants	$ 5,738,000		$ 5,738,000
IPO and Private Placement [Member]
Subsidiary Sale Of Stock [Line Items]
Sales price per unit		$ 10.20	$ 10.20
Transaction costs	6,233,747
Underwriting discount	2,070,000
Deferred underwriting fee	3,622,500
Underwriter compensation	1,000
Other offering costs	540,247
Cash available for working capital	$ 974,009
Proceeds from sale held in trust		$ 105,570,000	$ 105,570,000
Maximum interest to pay dissolution expenses		$ 100,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statement - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jan. 28, 2021	Dec. 31, 2020
Reclassification [Line Items]
Error Corrections and Prior Period Adjustments, Description	the Warrant Agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
Warrant liability (Note 10)	$ 7,414,280	$ 8,116,680
Class A Ordinary Shares [Member]
Reclassification [Line Items]
Possible redemption value	$ 0.0001		$ 0.0001
Revision of Previously Issued Financial Statements [Member] \| Class A Ordinary Shares [Member]
Reclassification [Line Items]
Possible redemption value	$ 10.20
Revision of Previously Issued Financial Statements [Member] \| Maximum [Member]
Reclassification [Line Items]
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statement - Summary of Total Assets, Liabilities or Operating Results (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 28, 2021	Dec. 31, 2020
Reclassification [Line Items]
Additional paid-in capital					$ 24,785
Accumulated deficit	$ (10,681,345)	$ (10,917,328)	$ (8,934,630)	$ (10,661,986)	(5,236)
Total shareholders; equity (deficit)		(10,917,059)	(8,934,361)	(10,661,717)
Class A Ordinary Shares [Member]
Reclassification [Line Items]
Class A Ordinary Shares subject to possible redemption	105,570,000
Ordinary Shares	10	10	10	10
Class A Ordinary Shares [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Reclassification [Line Items]
Class A Ordinary Shares subject to possible redemption	105,570,000	105,570,000	105,570,000	105,570,000
Class B Ordinary Shares [Member]
Reclassification [Line Items]
Ordinary Shares	$ 259	259	259	259	$ 215
As Previously Reported [Member]
Reclassification [Line Items]
Additional paid-in capital		5,328,182	5,328,182	5,307,337
Accumulated deficit		(281,477)	1,701,221	(5,290)
Total shareholders; equity (deficit)		5,047,122	7,029,820	5,302,464
As Previously Reported [Member] \| Class A Ordinary Shares [Member]
Reclassification [Line Items]
Ordinary Shares		158	158	158
As Previously Reported [Member] \| Class A Ordinary Shares [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Reclassification [Line Items]
Class A Ordinary Shares subject to possible redemption		89,605,819	89,605,819	89,605,819
As Previously Reported [Member] \| Class B Ordinary Shares [Member]
Reclassification [Line Items]
Ordinary Shares		259	259	259
Adjustment [Member]
Reclassification [Line Items]
Additional paid-in capital		(5,328,182)	(5,328,182)	(5,307,337)
Accumulated deficit		(10,635,851)	(10,635,851)	(10,656,696)
Adjustment [Member] \| Class A Ordinary Shares [Member]
Reclassification [Line Items]
Ordinary Shares		(148)	(148)	(148)
Adjustment [Member] \| Class A Ordinary Shares [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Reclassification [Line Items]
Class A Ordinary Shares subject to possible redemption		$ 15,964,181	$ 15,964,181	$ 15,964,181

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statement - Summary of Restated Earnings Per 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
Expenses:
Formation and Administrative costs	$ 411,398				$ 747,073
Loss from operations	(411,398)				(747,073)
Gain on warrant liability revaluation	644,720				702,400
Other income
Investment income earned on marketable securities held in Trust Account	2,661				4,415
Net income (loss)	$ 235,983				$ (40,258)
Adjustment [Member]
Expenses:
Formation and Administrative costs		$ 209,718	$ 125,957	$ 335,675
Loss from operations		(209,718)	(125,957)	(335,675)
Gain on warrant liability revaluation		(1,772,980)	1,830,660	57,680
Other income
Investment income earned on marketable securities held in Trust Account			1,754	1,754
Net income (loss)		$ (1,982,698)	$ 1,706,457	$ (276,241)
Class A Common Stock [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive	10,453,500				9,381,347
Basic and diluted net income (loss) per share	$ 0.02
Class A Common Stock [Member] \| Adjustment [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive		10,453,500	7,201,300	8,836,384
Basic and diluted net income (loss) per share		$ (0.12)	$ 0.13	$ (0.02)
Class B Common Stock [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive	2,587,500				2,543,269
Class B Common Stock [Member] \| Adjustment [Member]
Net income (loss) per share:
Weighted average shares outstanding, basic and dilutive		2,587,500	2,453,333	2,520,787
Basic and diluted net income (loss) per share		$ (0.03)	$ 0.04	$ (0.01)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statement - Summary of Restated Equity Rollforward (Details) - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Reclassification [Line Items]
Beginning Balance	$ 5,047,122	$ 7,029,820	$ 19,764
Class A Units issued for cash, net of offering costs			97,288,098
Class A Units reclassified to Commitments subject to possible redemption			(89,605,819)
Private placement warrants issued for cash			5,738,000
Warrants classified as liabilities			(8,116,680)
Net income(loss)	235,983	(1,982,698)	1,706,457
Ending Balance	(10,681,076)	5,047,122	7,029,820
Adjustment [Member]
Reclassification [Line Items]
Beginning Balance	(10,917,059)	(8,934,361)	19,764
Class A Units issued for cash, net of offering costs			97,288,098
Class A Units reclassified to Commitments subject to possible redemption			(105,570,000)
Private placement warrants issued for cash			5,738,000
Warrants classified as liabilities			(8,116,680)
Net income(loss)	235,983	(1,982,698)	1,706,457
Ending Balance	(10,681,076)	(10,917,059)	(8,934,361)
Class A Common Stock [Member]
Reclassification [Line Items]
Beginning Balance	$ 158	$ 158
Beginning Balances (in shares)	1,581,637	1,581,637
Class A Units issued for cash, net of offering costs			$ 158
Class A Units issued for cash net of offering costs (in shares)			10,350,000
Class A Units issued for no cash (in shares)			103,500
Class A Units reclassified to Commitments subject to possible redemption (in shares)			(8,871,863)
Ending Balance	$ 10	$ 158	$ 158
Ending Balances (in shares)	103,500	1,581,637	1,581,637
Class A Common Stock [Member] \| Adjustment [Member]
Reclassification [Line Items]
Beginning Balance	$ 10	$ 10
Beginning Balances (in shares)	103,500	103,500
Class A Units issued for cash, net of offering costs			$ 158
Class A Units issued for cash net of offering costs (in shares)			10,350,000
Class A Units issued for no cash (in shares)			103,500
Class A Units reclassified to Commitments subject to possible redemption			$ (148)
Class A Units reclassified to Commitments subject to possible redemption (in shares)			(10,350,000)
Ending Balance	$ 10	$ 10	$ 10
Ending Balances (in shares)	103,500	103,500	103,500
Class B Common Stock [Member]
Reclassification [Line Items]
Beginning Balance	$ 259	$ 259	$ 215
Beginning Balances (in shares)	2,587,500	2,587,500	2,156,250
Class B shares dividend			$ 44
Class B shares dividend (in shares)			431,250
Ending Balance	$ 259	$ 259	$ 259
Ending Balances (in shares)	2,587,500	2,587,500	2,587,500
Class B Common Stock [Member] \| Adjustment [Member]
Reclassification [Line Items]
Beginning Balance	$ 259	$ 259	$ 215
Beginning Balances (in shares)	2,587,500	2,587,500	2,156,250
Class B shares dividend			$ 44
Class B shares dividend (in shares)			431,250
Ending Balance	$ 259	$ 259	$ 259
Ending Balances (in shares)	2,587,500	2,587,500	2,587,500
Additional Paid In Capital [Member]
Reclassification [Line Items]
Beginning Balance	$ 5,328,182	$ 5,328,182	$ 24,785
Class A Units issued for cash, net of offering costs			97,287,940
Class A Units reclassified to Commitments subject to possible redemption			(89,605,819)
Private placement warrants issued for cash			5,738,000
Class B shares dividend			(44)
Warrants classified as liabilities			(8,116,680)
Ending Balance		5,328,182	5,328,182
Additional Paid In Capital [Member] \| Adjustment [Member]
Reclassification [Line Items]
Beginning Balance			24,785
Class A Units issued for cash, net of offering costs			97,287,940
Class A Units reclassified to Commitments subject to possible redemption			(94,934,001)
Private placement warrants issued for cash			5,738,000
Class B shares dividend			(44)
Warrants classified as liabilities			(8,116,680)
Accumulated Deficit [Member]
Reclassification [Line Items]
Beginning Balance	(281,477)	1,701,221	(5,236)
Net income(loss)	235,983	(1,982,698)	1,706,457
Ending Balance	(10,681,345)	(281,477)	1,701,221
Accumulated Deficit [Member] \| Adjustment [Member]
Reclassification [Line Items]
Beginning Balance	(10,917,328)	(8,934,630)	(5,236)
Class A Units reclassified to Commitments subject to possible redemption			(10,635,851)
Net income(loss)	235,983	(1,982,698)	1,706,457
Ending Balance	(10,681,345)	(10,917,328)	(8,934,630)
Redeemable Interest [Member]
Reclassification [Line Items]
Beginning Balance	89,605,819	89,605,819
Class A Units reclassified to Commitments subject to possible redemption			89,605,819
Ending Balance	105,570,000	89,605,819	89,605,819
Redeemable Interest [Member] \| Adjustment [Member]
Reclassification [Line Items]
Beginning Balance	105,570,000	105,570,000
Class A Units reclassified to Commitments subject to possible redemption			105,570,000
Ending Balance	$ 105,570,000	$ 105,570,000	$ 105,570,000

Significant Accounting Polici_4

Significant Accounting Policies Basis of Presentation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 28, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Disclosure Summary Of Significant Accounting Policies [Line Items]
Cash, Cash Equivalents, and Short-term Investments		$ 0	$ 0
Insurance coverage			250,000
Offering Costs Total		6,233,747	6,233,747
Transaction costs		3,622,500	3,622,500
Other Ownership, Offering Costs		540,247	540,247
Unrecognized tax benefits		0	0	$ 0
Penalties and interest accrued		0	0	0
Uncertain tax position			$ 0	$ 0
Minimum [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent			50.00%
Underwriting Discount [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Offering Costs Total		2,070,000	$ 2,070,000
Underwriters Compensation [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Offering Costs Total		$ 1,000	$ 1,000
Public Warrants [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Excluded from calculation of net income (loss) per share of common stock		10,350,000	10,350,000
Private Placement Warrants [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Excluded from calculation of net income (loss) per share of common stock		5,738,000	5,738,000
IPO [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Stock issued	10,350,000
IPO [Member] \| Warrant [Member] \| Derivative Liabilities [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Stock issued	10,350,000
Private Placement [Member] \| Warrant [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Stock issued	5,738,000		5,738,000
Private Placement [Member] \| Warrant [Member] \| Derivative Liabilities [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Stock issued	5,768,000
Class A Common Stock [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Common Stock subject to redemption		10,350,000	10,350,000
Class A Common Stock [Member] \| IPO [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Stock issued	10,350,000
Class A Common Stock [Member] \| Common Stock Subject To Mandatory Redemption [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Shares subject to possible redemption		10,350,000	10,350,000	0

Significant Accounting Polici_5

Significant Accounting Policies Basis of Presentation - Summary of Class A Ordinary Shares Reflected in Condensed Balance Sheet (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Disclosure Summary Of Significant Accounting Policies [Line Items]
Gross Proceeds	$ 103,500,000
Proceeds allocated to the Public Warrants	(5,738,000)
Class A Ordinary Shares issuance costs	(2,405,717)
Class A Ordinary Shares [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Gross Proceeds	103,500,000
Class A Ordinary Shares issuance costs	(2,405,717)
Plus:	98,325,000
Accretion of carrying value to redemption value	7,245,000
Class A Ordinary Shares subject to possible redemption	105,570,000
Public Warrants [Member] \| Class A Ordinary Shares [Member]
Disclosure Summary Of Significant Accounting Policies [Line Items]
Proceeds allocated to the Public Warrants	$ (5,175,000)

Government Money Market Fund _2

Government Money Market Fund Held in Trust Account - Additional Information (Details)	Sep. 30, 2021USD ($)
Money Market Funds
Cash And Cash Equivalents [Line Items]
Proceeds from sale held in trust	$ 105,578,000

Prepaid Expenses - Additional I

Prepaid Expenses - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Prepaid expenses	$ 47,135	$ 230,820
D&O Insurance [Member]
Prepaid expenses	$ 412,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	1 Months Ended
	Jan. 28, 2021	Sep. 30, 2021	Dec. 31, 2020
Class A Common Stock [Member]
Class Of Stock [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
IPO [Member]
Class Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
Expiration period	5 years
Period after business combination when warrants become exercisable	30 days
Period after offering when warrants become exercisable	12 months
IPO per unit held in trust account	$ 10.20
Interest to pay dissolution expenses	$ 50,000
Period allotted to complete the business combination	15 months
Extended Period allotted to complete the business combination	21 months
IPO [Member] \| Class A Common Stock [Member]
Class Of Stock [Line Items]
Stock issued	10,350,000
Sales price per unit	$ 10
Common stock, par value	$ 11.50

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 28, 2021	Sep. 30, 2021
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of private placement warrants		$ 5,738,000
Initial business combination completion period		18 months
Initial Business Combination [Member]
Subsidiary Sale Of Stock [Line Items]
Business Combination, Description		The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination, as described in more detail in the prospectus for the IPO) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Company extends the period of time to consummate a business combination. In addition, the Company’s Sponsor has agreed to vote any founder shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination.
Warrant [Member] \| Private Placement [Member]
Subsidiary Sale Of Stock [Line Items]
Stock issued	5,738,000	5,738,000
Sales price per unit	$ 1	$ 1
Proceeds from issuance of private placement warrants	$ 5,738,000	$ 5,738,000
Sale of stock, description of transaction		The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
Period later on warrant not exercise after effective date		5 years

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jan. 25, 2021	Nov. 06, 2020	Jan. 31, 2021	Jan. 28, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Principal amount borrowed for expenses of IPO		$ 300,000
Debt maturity date		Sep. 30, 2021
Proceeds from issuance of units					$ 103,500,000
Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		2,156,250			2,587,500	2,156,250
Common stock, par value					$ 0.0001	$ 0.0001
Related Party Extension Loans [Member]
Related Party Transaction [Line Items]
Deposit into trust account	$ 1,035,000
Deposit into trust account per share	$ 0.10
Founder Shares [Member] \| Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		2,156,250
Proceeds from issuance of units		$ 25,000
Common stock, par value		$ 0.012
Stock dividend			431,250
Aggregate shares issued			2,587,500
Description of transaction		The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions
Promissory Notes [Member]
Related Party Transaction [Line Items]
Promissory notes repaid				$ 151,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Warrant exercise price on conversion					$ 1

Commitments Registration Righ_2

Commitments Registration Rights - Additional Information (Details) - USD ($)	Jan. 25, 2021	Sep. 30, 2021
Maxim Or Designees [Member]
Loss Contingencies [Line Items]
Stock Issued	$ 1,000
Class A Common Stock [Member]
Loss Contingencies [Line Items]
Common stock, shares issued		103,500
Class A Common Stock [Member] \| Maxim Or Designees [Member]
Loss Contingencies [Line Items]
Common stock, shares issued	103,500

Derivative Liability - Addition

Derivative Liability - Additional Information (Details)	3 Months Ended	9 Months Ended
Derivative Liability - Additional Information (Details)	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares	16,088,000	16,088,000
Redemption of warrants		$ 18
Redemption of warrants description		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 its 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 Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, 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 Business Combination on the date of the consummation of the Business Combination (net of redemptions); and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Warrants exercisable		Sep. 30, 2021
Warrants expiration		5 years
Warrant agreement description		In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).
Gain on warrant liability revaluation \| $	$ 644,720	$ 702,400
Warrant [Member]
Class Of Warrant Or Right [Line Items]
Debt instrument redemption description		Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
Minimum [Member]
Class Of Warrant Or Right [Line Items]
Percentage of aggregate gross proceeds from issuance		60.00%
Class A Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Common stock price per share	$ 11.50	$ 11.50
Business Combination [Member] \| Class A Common Stock [Member] \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Business combination issuance price	$ 9.20	$ 9.20

Derivative Liability - Schedule

Derivative Liability - Schedule of Fair Value of Warrant Liability (Details) - USD ($)	Sep. 30, 2021	Jan. 28, 2021
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	$ 7,414,280	$ 8,116,680
Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	7,414,280	8,116,680
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	4,761,000	5,175,000
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Class Of Warrant Or Right [Line Items]
Fair value of warrants liability	$ 2,653,280	$ 2,941,680

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Jan. 28, 2021
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member] \| Government Securities Held In Trust Account [Member]
Assets:
Government securities held in Trust Account	$ 105,578,132	$ 105,570,833
Fair Value, Inputs, Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Private Placement Warrants	2,653,280	2,249,520
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member] \| Public Warrants [Member]
Liabilities:
Private Placement Warrants	$ 4,761,000	$ 4,036,500

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock - Narrative Infomation (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 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
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock - Narrative Infomation (Details) - USD ($)	1 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Nov. 06, 2020
Class A Common Stock [Member]
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		10,453,000
Common Stock, Shares, Outstanding		10,453,000
Common Stock subject to redemption		10,350,000
Common stock, shares issued		103,500
Common Stock, Closing Price per share		$ 12
Class B Common Stock [Member]
Class Of Stock [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		2,587,500	2,156,250	2,156,250
Common Stock issued, Par Value				$ 0.012
Common Stock issued, Value				$ 25,000
Number of Common Shares, declared dividend	2,587,500
Common stock, shares outstanding		2,587,500	2,156,250
Conversion rate of Common Shares, Percentage		20.00%