Velocity Acquisition (VELO) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document Information Line Items
Entity Registrant Name	VELOCITY ACQUISITION CORP.
Trading Symbol	VELO
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001832371
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40088
Entity Tax Identification Number	85-3316188
Entity Address, Address Line One	109 Old Branchville Road
Entity Address, City or Town	Ridgefield
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06877
City Area Code	(201)
Local Phone Number	956-1969
Title of 12(b) Security	Class A common stock included as part of the units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,750,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 467,931	$ 55,968
Prepaid expenses	483,394
Total current assets	951,325	55,968
Investments held in Trust Account	230,022,926
Deferred offering costs associated with Initial Public Offering		171,193
Total Assets	230,974,251	227,161
Current liabilities:
Accounts payable	189,861	689
Accrued expenses	1,590,000	111,743
Franchise tax payable	149,091	1,768
Note payable - related party		91,418
Total current liabilities	1,928,952	205,618
Derivative warrant liabilities	8,534,670
Deferred underwriting commissions	8,050,000
Total Liabilities	18,513,622	205,618
Commitments and Contingencies
Class A common stock, $0.0001 par value; 23,000,000 and 0 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively	230,000,000
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 380,000,000 shares authorized as of September 30, 2021 and December 31, 2020
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020	575	575
Additional paid-in capital		24,425
Accumulated deficit	(17,539,946)	(3,457)
Total stockholders’ equity (deficit)	(17,539,371)	21,543
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$ 230,974,251	$ 227,161

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares issued	23,000,000
Common stock, shares outstanding	23,000,000
Class A Common Stock
Class A common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Class A common stock, subject to possible redemption	23,000,000	0
Class A common stock, per share (in Dollars per share)	$ 10	$ 10
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued		0
Common stock, shares outstanding		0
Class B Common Stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
General and administrative expenses	$ 1,422,187	$ 2,194,824
General and administrative expenses - related party	45,000	105,000
Franchise tax expenses	50,411	149,103
Loss from operations	(1,517,598)	(2,448,927)
Other (expense) income:
Change in fair value of derivative warrant liabilities	2,128,000	9,126,660
Offering costs - derivative warrant liabilities		(657,158)
Interest income from investments held in Trust Account	3,303	22,926
Net income	$ 613,705	$ 6,043,501
Class A Common Stock
Other (expense) income:
Weighted average shares outstanding (in Shares)	23,000,000	18,366,300
Basic and diluted net income per share (in Dollars per share)	$ 0.02	$ 0.25
Class B Common Stock
Other (expense) income:
Weighted average shares outstanding (in Shares)	5,750,000	5,598,901
Weighted average shares outstanding of Class B common stock, diluted (in Shares)	5,750,000	5,750,000
Basic and diluted net income per share (in Dollars per share)	$ 0.02	$ 0.25

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 575	$ 24,425	$ (3,457)	$ 21,543
Balance (in Shares) at Dec. 31, 2020		5,750,000
Excess cash received over the fair value of the private warrants			132,000		132,000
Accretion of Class A common stock subject to possible redemption amount			(156,425)	(23,579,990)	(23,736,415)
Net income (Loss)				(394,847)	(394,847)
Balance at Mar. 31, 2021		$ 575		(23,978,294)	(23,977,719)
Balance (in Shares) at Mar. 31, 2021		5,750,000
Net income (Loss)				5,824,643	5,824,643
Balance at Jun. 30, 2021		$ 575		(18,153,651)	(18,153,076)
Balance (in Shares) at Jun. 30, 2021		5,750,000
Net income (Loss)				613,705	613,705
Balance at Sep. 30, 2021		$ 575		$ (17,539,946)	$ (17,539,371)
Balance (in Shares) at Sep. 30, 2021		5,750,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statement of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 6,043,501
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account	(22,926)
Change in fair value of derivative warrant liabilities	(9,126,660)
Offering costs - derivative warrant liabilities	657,158
Changes in operating assets and liabilities:
Prepaid expenses	(483,394)
Accounts payable	189,172
Accrued expenses	1,499,000
Franchise tax payable	147,323
Net cash used in operating activities	(1,096,826)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(230,000,000)
Net cash used in investing activities	(230,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	(91,418)
Proceeds received from initial public offering, gross	230,000,000
Proceeds received from private placement	6,600,000
Offering costs paid	(4,999,793)
Net cash provided by financing activities	231,508,789
Net increase in cash	411,963
Cash - beginning of the period	55,968
Cash - end of the period	467,931
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	90,000
Deferred underwriting commissions	$ 8,050,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Velocity Acquisition Corp. (the “Company” or “Velocity”) is a blank check company incorporated in Delaware on September 24, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from September 24, 2020 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since its Initial Public Offering its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in the Trust Account (as defined below). The Company’s sponsor is Velocity Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Stock”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Liquidity and Going Concern As of September 30, 2021, the Company had approximately $468,000 in cash and a working capital deficit of approximately $978,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Stock (as defined in Note 4), and loan proceeds from the Sponsor of approximately $91,000 under the Note (Note 4). The Company repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, the Company repaid the remaining loan portion in full. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us loans in order to finance transaction costs in connection with a Business Combination (“Working Capital Loans”). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required to cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. There was no activity for the period from September 24, 2020 (inception) to September 30, 2020. Operating results for the period three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 25, 2021, and February 24, 2021, respectively. Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all Class A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.7 million in additional paid-in capital and an increase of approximately $23.6 million to accumulated deficit, as well as a reclassification of 2,926,947 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on February 25, 2021, 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. The impact of the revision to the unaudited condensed consolidated balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $29.0 million and $23.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2021, and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021, and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in Interest income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2, defined as quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3, defined as prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for the warrants issued in connection with its Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock subject to possible redemption were charged against the carrying value of the shares of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 23,000,000 and 0 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extend available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,066,666 shares of common stock since their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) - basic $ 490,964 $ 122,741 $ 4,631,580 $ 1,411,921 Allocation of net income (loss) - diluted $ 490,964 $ 122,741 $ 4,602,561 $ 1,440,940 Denominator: Basic weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,598,901 Diluted weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,750,000 Basic net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25 Diluted net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On February 25, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Stock On November 16, 2020, the Sponsor purchased 5,750,000 stock of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Stock”), for an aggregate price of $25,000. The Initial Stockholders agreed to forfeit up to 750,000 Founder Stock to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Stock would represent 20.0% of the Company’s issued and outstanding stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 25, 2021; thus, these 750,000 Founder Stock were no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Stock until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Stock will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,400,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On November 16, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $91,000 under the Note and repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, the Company repaid the remaining loan portion in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. The Company incurred $45,000 and $105,000 for such services for the three- and Nine-month periods ended September 30, 2021. As of September 30, 2021, there was no outstanding balance in accounts payable - related party in the accompanying unaudited condensed consolidated balance sheets. The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any stock of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 25, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, approximately $8.1 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On July 20, 2021, the Company entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with VBLG Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Blocker Merger Sub”), BBQ Holding, LLC (“BBQ”), BVP BBQ Blocker, LP (“Blocker”) and BVP BBQ General Partner, LLC, the general partner of Blocker and the representative of the equityholders of BBQ and Blocker (“BVP GP”), relating to the contemplated Business Combination between the Company and BBQ (the “Proposed Business Combination”). The Business Combination Agreement was mutually terminated by the parties thereto on November 9, 2021 (see Note 10). Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Common Stock Subject to Possibl

Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Common Stock Subject to Possible Redemption	Note 6 – Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheet. There were no Class A shares outstanding as of December 31, 2020. The Class A common stock subject to possible redemption reflected on the unaudited condensed consolidated balance sheet is reconciled on the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,193,330 ) Class A common stock issuance costs (12,543,085 ) Plus: Accretion of carrying value to redemption value 23,736,415 Class A common stock subject to possible redemption $ 230,000,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 7- Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional stock of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of stock of Class A common stock issuable upon conversion of all Founder Stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of stock of Class A common stock outstanding after such conversion (after giving effect to any redemptions of stock of Class A common stock by Public Stockholders), including the total number of stock of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business Combination, excluding any stock of Class A common stock or equity-linked securities or rights exercisable for or convertible into stock of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Stock will never occur on a less than one-for-one basis.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Warrant Liabilities [Abstract]
Derivative Warrant Liabilities	Note 8 - Derivative Warrant Liabilities As of September 30, 2021, there were 7,666,666 public warrants and 4,400,000 private warrants outstanding. There were no warrants issued and outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the stock of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the stock of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those stock of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the stock of the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional stock of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder stock held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial 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, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the stock of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the stock of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those stock of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock: ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the ten trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 stock of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 230,022,926 $ - $ - $ 230,022,926 Liabilities: Derivative warrant liabilities - Public warrants $ 5,366,670 $ - $ - $ 5,366,670 Derivative warrant liabilities - Private warrants $ - $ - $ 3,168,000 $ 3,168,000 As of December 31, 2020, there were no assets or liabilities that were measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized in the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in April 2021. There were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price is available, the fair value of the Public Warrants and Private Placement Warrants has been estimated using a Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. For the three and nine months ended September 30, 2021, the Company recognized a decrease in the fair value of warrant liabilities resulting in a gain of approximately $2.1 million and 9.1 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying condensed consolidated statements of operations. Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. As of Exercise price $ 11.50 Stock Price $ 9.86 Option term (in years) 5.25 Volatility 14.00 % Risk-free interest rate 1.02 % The change in the fair value of the derivative warrant liabilities, classified as Level 3, for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 - Level 3 measurements $ - Issuance of Public and Private Warrants - - Level 3 measurements 6,468,000 Change in fair value of derivative warrant liabilities - - Level 3 measurements (176,000 ) Derivative warrant liabilities at March 31, 2021 - Level 3 measurements $ 6,292,000 Change in fair value of derivative warrant liabilities - Level 3 measurements (2,376,000 ) Derivative warrant liabilities at June 30, 2021 - Level 3 measurements $ 3,916,000 Change in fair value of derivative warrant liabilities - Level 3 measurements (748,000 ) Derivative warrant liabilities at September 30, 2021 - Level 3 measurements $ 3,168,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed consolidated financial statements were available for issuance. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On November 9, 2021, the Company, Company Merger Sub, Blocker Merger Sub, BBQ, Blocker and BVP GP entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement effective as of November 9, 2021. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Agreement, dated as of July 20, 2021, by and among the Sponsor, BBQ and certain of Sponsor’s equityholders, will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, the parties to the Termination Agreement have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination. The Company intends to continue to pursue a Business Combination.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. There was no activity for the period from September 24, 2020 (inception) to September 30, 2020. Operating results for the period three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 25, 2021, and February 24, 2021, respectively.
Revision to Previously Reported Financial Statements	Revision to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all Class A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of the redeemable Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5.7 million in additional paid-in capital and an increase of approximately $23.6 million to accumulated deficit, as well as a reclassification of 2,926,947 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on February 25, 2021, 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. The impact of the revision to the unaudited condensed consolidated balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $29.0 million and $23.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2021, and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021, and December 31, 2020.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in Interest income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2, defined as quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; ● Level 3, defined as prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for the warrants issued in connection with its Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock subject to possible redemption were charged against the carrying value of the shares of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 23,000,000 and 0 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extend available) and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021 and December 31, 2020, the Company had deferred tax assets with a full valuation against them. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,066,666 shares of common stock since their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) - basic $ 490,964 $ 122,741 $ 4,631,580 $ 1,411,921 Allocation of net income (loss) - diluted $ 490,964 $ 122,741 $ 4,602,561 $ 1,440,940 Denominator: Basic weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,598,901 Diluted weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,750,000 Basic net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25 Diluted net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share of common stock	For the Three Months Ended For the Nine Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) - basic $ 490,964 $ 122,741 $ 4,631,580 $ 1,411,921 Allocation of net income (loss) - diluted $ 490,964 $ 122,741 $ 4,602,561 $ 1,440,940 Denominator: Basic weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,598,901 Diluted weighted average common shares outstanding 23,000,000 5,750,000 18,366,300 5,750,000 Basic net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25 Diluted net income (loss) per common share $ 0.02 $ 0.02 $ 0.25 $ 0.25

Common Stock Subject to Possi_2

Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Schedule of class A common stock subject to possible redemption	Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (11,193,330 ) Class A common stock issuance costs (12,543,085 ) Plus: Accretion of carrying value to redemption value 23,736,415 Class A common stock subject to possible redemption $ 230,000,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of financial liabilities that are measured at fair value on a recurring basis	Fair Value Measured as of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 230,022,926 $ - $ - $ 230,022,926 Liabilities: Derivative warrant liabilities - Public warrants $ 5,366,670 $ - $ - $ 5,366,670 Derivative warrant liabilities - Private warrants $ - $ - $ 3,168,000 $ 3,168,000
Schedule of fair value measurements inputs as their measurement dates	As of Exercise price $ 11.50 Stock Price $ 9.86 Option term (in years) 5.25 Volatility 14.00 % Risk-free interest rate 1.02 %
Schedule of fair value of the derivative warrant liabilities	Derivative warrant liabilities at January 1, 2021 - Level 3 measurements $ - Issuance of Public and Private Warrants - - Level 3 measurements 6,468,000 Change in fair value of derivative warrant liabilities - - Level 3 measurements (176,000 ) Derivative warrant liabilities at March 31, 2021 - Level 3 measurements $ 6,292,000 Change in fair value of derivative warrant liabilities - Level 3 measurements (2,376,000 ) Derivative warrant liabilities at June 30, 2021 - Level 3 measurements $ 3,916,000 Change in fair value of derivative warrant liabilities - Level 3 measurements (748,000 ) Derivative warrant liabilities at September 30, 2021 - Level 3 measurements $ 3,168,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 25, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering	$ 23,000,000	$ 230,000,000
Per unit share (in Dollars per share)		$ 10
Net proceeds		$ 230
Percentage of net assets held in the trust account		80.00%
Cash		$ 468,000
Working capital		$ 978,000
Initial public offering, description		The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Stock (as defined in Note 4), and loan proceeds from the Sponsor of approximately $91,000 under the Note (Note 4). The Company repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021.
Public share, description		These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Additional units of public offering	$ 3,000,000
Per unit share (in Dollars per share)	$ 10
Gross proceeds	$ 230,000,000
Offering costs	13,200,000
Deferred underwriting commission	$ 8,100,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 6,600,000
Private placement warrant share (in Shares)		4,400,000
Private placement warrant price per share (in Dollars per share)		$ 1.5
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Voting percentage		50.00%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2021	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Net tangible assets	$ 5,000,001
Federal depository insurance coverage limit	$ 250,000
Aggregate shares of common stock (in Shares)	12,066,666
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Additional paid-in capital	$ 5,700,000
Accumulated deficit	$ 23,600,000
Shares of common stock (in Shares)	2,926,947
Total stockholders’ equity			$ 23,200,000	$ 29,000,000
Common stock subject to possible redemption (in Shares)	23,000,000	0

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Common Stock [Member]
Numerator:
Allocation of net income (loss) - basic	$ 490,964	$ 4,631,580
Allocation of net income (loss) - diluted	$ 490,964	$ 4,602,561
Denominator:
Basic weighted average common shares outstanding	23,000,000	18,366,300
Diluted weighted average common shares outstanding	23,000,000	18,366,300
Basic net income (loss) per common share	$ 0.02	$ 0.25
Diluted net income (loss) per common share	$ 0.02	$ 0.25
Class B Common Stock [Member]
Numerator:
Allocation of net income (loss) - basic	$ 122,741	$ 1,411,921
Allocation of net income (loss) - diluted	$ 122,741	$ 1,440,940
Denominator:
Basic weighted average common shares outstanding	5,750,000	5,598,901
Diluted weighted average common shares outstanding	5,750,000	5,750,000
Basic net income (loss) per common share	$ 0.02	$ 0.25
Diluted net income (loss) per common share	$ 0.02	$ 0.25

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Feb. 25, 2021	Sep. 30, 2021
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units (in Shares)	23,000,000
Price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 230
Offering cost	13.2
Deferred underwriting commissions	$ 8.1
Warrant description		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock units (in Shares)	3,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Feb. 25, 2021	Nov. 16, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Par value per share (in Dollars per share)			$ 10	$ 10
Shares subject to forfeiture (in Shares)		750,000
Issued and outstanding shares percentage		20.00%
Adjusted for stock splits per share (in Dollars per share)				12
Warrant price per share (in Dollars per share)			$ 1.5	$ 1.5
Gross proceeds			$ 6,600,000	$ 6,600,000
Aggregate sponsor amount		$ 300,000
Borrowing amount	$ 91,000
Repaid of promissory note	187
Working capital loans				$ 1,500,000
Price per warrant (in Dollars per share)			$ 1.5	$ 1.5
Sponsor total				$ 15,000
Administrative services			$ 45,000	$ 105,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture	$ 750,000
Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Shares of private placement (in Shares)				4,400,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares of common stock (in Shares)		5,750,000
Par value per share (in Dollars per share)		$ 0.0001
Aggregate price value		$ 25,000
Common stock share price (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock share price (in Dollars per share)			0.0001	0.0001	$ 0.0001
Class A Common Stock [Member] | Private Placement Warrant [Member]
Related Party Transactions (Details) [Line Items]
Common stock share price (in Dollars per share)			$ 11.5	$ 11.5

Commitments and Contingencies (

Commitments and Contingencies (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Commitments and Contingencies (Details) [Line Items]
Underwriting discount price per unit | $ / shares	$ 0.2
underwriting discount | $	$ 4.6
Deferred fee price per unit | $ / shares	$ 0.35
Deferred underwriters fee | $	$ 8.1
Underwriting Agreement [Member] | Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description	The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

Common Stock Subject to Possi_3

Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common Stock Subject to Possible Redemption (Details) [Line Items]
Shares authorized	380,000,000
Common stock with a par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock issued and outstanding	23,000,000

Common Stock Subject to Possi_4

Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption - USD ($)	1 Months Ended	9 Months Ended
	Feb. 25, 2021	Sep. 30, 2021	Dec. 31, 2020
Schedule of class A common stock subject to possible redemption [Abstract]
Gross Proceeds	$ 23,000,000	$ 230,000,000
Less:
Proceeds allocated to Public Warrants		(11,193,330)
Class A common stock issuance costs		(12,543,085)
Plus:
Accretion of carrying value to redemption value		23,736,415
Class A common stock subject to possible redemption		$ 230,000,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	23,000,000
Common stock, shares outstanding	23,000,000
Warrants for redemption, description	In the case that additional stock of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of stock of Class A common stock issuable upon conversion of all Founder Stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of stock of Class A common stock outstanding after such conversion (after giving effect to any redemptions of stock of Class A common stock by Public Stockholders), including the total number of stock of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business Combination, excluding any stock of Class A common stock or equity-linked securities or rights exercisable for or convertible into stock of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Stock will never occur on a less than one-for-one basis.
Common Class A [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	380,000,000	380,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued		0
Common stock, shares outstanding		0
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Derivative Warrant Liabilities (Details) [Line Items]
Warrants exercise price | $ / shares	$ 11.5
Warrants term	5 years
Public Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Public warrants outstanding	7,666,666
Private Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Private warrants outstanding	4,400,000
Class A Common Stock [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:    ● in whole and not in part;     ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock:     ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and     ● if the closing price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.  The “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the ten trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 stock of Class A common stock per warrant (subject to adjustment).
Class A Common Stock [Member] | Business Combination [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Business Combination, description	In addition, if (x) the Company issues additional stock of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder stock held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial 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, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher.
Class A Common Stock [Member] | Warrants [Member]
Derivative Warrant Liabilities (Details) [Line Items]
Redemption of warrants description	Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:    ● in whole and not in part;     ● at a price of $0.01 per warrant;     ● upon a minimum of 30 days’ prior written notice of redemption; and     ● if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.   The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the stock of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those stock of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair value of warrant liabilities	$ 2.1	$ 9.1

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial liabilities that are measured at fair value on a recurring basis	9 Months Ended
	Sep. 30, 2021USD ($)
Assets:
Investments held in Trust Account	$ 230,022,926
Liabilities:
Derivative warrant liabilities - Public warrants	5,366,670
Derivative warrant liabilities - Private warrants	3,168,000
Level 1 [Member]
Assets:
Investments held in Trust Account	230,022,926
Liabilities:
Derivative warrant liabilities - Public warrants	5,366,670
Derivative warrant liabilities - Private warrants
Level 2 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private warrants
Level 3 [Member]
Assets:
Investments held in Trust Account
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private warrants	$ 3,168,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurements inputs as their measurement dates	9 Months Ended
	Sep. 30, 2021$ / shares
Schedule of fair value measurements inputs as their measurement dates [Abstract]
Exercise price	$ 11.5
Stock Price	$ 9.86
Option term (in years)	5 years 3 months
Volatility	14.00%
Risk-free interest rate	1.02%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - Level 3 [Member] - USD ($)	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items]
Derivative warrant liabilities at begining	$ 3,916,000	$ 6,292,000
Issuance of Public and Private Warrants - - Level 3 measurements			6,468,000
Change in fair value of derivative warrant liabilities - Level 3 measurements	(748,000)	(2,376,000)	(176,000)
Derivative warrant liabilities at ending	$ 3,168,000	$ 3,916,000	$ 6,292,000