| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
February 12, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results
to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used. Use of Estimates The preparation of the condensed financial statements
in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements
is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information
becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust
Account At June 30, 2021, the majority of the assets held
in the Trust Account were held in U.S. Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. Offering Costs Offering costs consisted of legal, accounting
and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs
were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations.
Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial
Public Offering 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.”
Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value.
Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the
control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to
occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 22,964,245 and no Class A common stock subject
to possible redemption is presented as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s
balance sheets. 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants
in accordance with the guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”) and determined that
the Warrants do not meet the criteria for equity treatment thereunder. The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of
the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common
stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Accordingly, the Company recognizes the 8,433,333
Public Warrants and 4,706,667 Private Placement Warrants 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 statement of operations. The estimated fair value of the Public Warrants are measured at fair value
using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. The estimated fair value of the Private Placement Warrants
are also measured at fair value using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. See Notes 9 and 10. Income Taxes The Company follows the asset and liability method
of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial 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 June 30, 2021, the Company had
deferred tax assets of which had a full valuation allowance recorded against them. The Company’s deferred tax assets were deemed
to be de minimis as of December 31, 2020. The Company’s current taxable income primarily
consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up
costs and are not currently deductible. During the three and six months ended June 30, 2021, the Company recorded no income tax expense.
The Company’s effective tax rate for three and six months ended June 30, 2021 was approximately 0%, which differs from the expected
income tax rate due to the start-up costs (discussed above), the change in value of warrant liabilities, and the transaction costs allocated
to the warrant liabilities which are not currently deductible. ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company
is subject to income tax examinations by major taxing authorities since inception. Net income (Loss) per Common Share Net income (loss) per share is computed by dividing
net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect
of warrants sold in the Initial Public Offering and private placement to purchase 13,140,000 shares of Class A common stock in the
calculation of diluted income per share, since the average stock price of the Company’s common stock for the three and six months
ended June 30, 2021 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would
be anti-dilutive. The Company’s statement of operations includes
a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method
of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing
the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common stock outstanding for the
period. Net income (loss) per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss,
adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average
number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares
as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income $ 12,364 $ 19,504
Income and Franchise Tax (12,364 ) (19,504 )
Redeemable Net Earnings $ -- $ --
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted 25,300,000 25,300,000
Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.00
Non-Redeemable Class B Common Stock
Numerator: Net Income (loss) minus Redeemable Net
Earnings
Net Income (loss) $ (2,902,673 ) $ 318,968
Redeemable Net Earnings -- --
Non-Redeemable Net Income (Loss) $ (2,902,673 ) $ 318,968
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted 6,325,000 6,106,215
Income (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock $ (0.46 ) $ 0.05 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. The Company has not experienced losses on these accounts and management believes
the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and
liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities
(see Note 8). 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 include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1,
2021. The adoption of ASU 2020-06 will have no impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed
financial statements. |
