Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Jan. 28, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Music Acquisition Corp | |
Trading Symbol | TMAC | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | References throughout this Amendment
 No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company”
 are to The Music Acquisition Corporation., unless the context otherwise indicates.This Amendment No. 1 (“Amendment No. 1”)
 to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of The Music Acquisition Corporation as of and for the
 period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 (the “Original
 Filing”).On November 12, 2021, The Music Acquisition Corporation
 (the “Company”) filed the Original Filing, which included a Note 2, Revision of Previously Issued Financial Statements, (“Note
 2”) that describes a revision to the Company’s classification of its Class A common stock, par value $0.0001 (the “Public
 Shares” or the “Class A common stock”), subject to redemption issued as part of the units sold in the Company’s
 initial public offering (“IPO”) on February 5, 2021. As described in Note 2 of the financials contained herein, upon its IPO,
 the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000
 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least
 $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Class A common stock subject to redemption
 included certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net
 tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by
 reclassifying all Class A common stock subject to redemption as temporary equity. This resulted in a revision to the initial carrying
 value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent
 available), accumulated deficit and Class A common stock.In connection with the change in presentation
 of the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income
 and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings
 per share, which was similar to the two-class method.The Company determined the changes were not qualitatively
 material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company
 revised its previously financial statements in Note 2 of the financials contained in the Original Filing. Although the qualitative factors
 that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough
 to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion
 that the misstatements are material on a quantitative basis. As such, upon further consideration of the change, the Company determined
 the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively
 and it should restate its previously issued financial statements.Therefore, on December 6, 2021, the Company’s
 management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s
 previously issued unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly
 periods ended March 31, 2021 and June 30, 2021, filed with the SEC on May 21, 2021 and August 16, 2021, respectively, (collectively,
 the “Affected Periods”), should no longer be relied upon and should be restated to report all Public shares as temporary equity and restate earnings per share
 calculation to allocate income and losses shared pro rata between the two classes of shares of common stock. As such, the Company will restate its unaudited financial statements for the Affected Periods in this Amendment No. 1.The above changes do not have any impact on its cash position and cash held in the trust account established in connection with the IPO.After re-evaluation, the Company’s management
 has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial
 reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s
 remediation plan with respect to such material weakness is described in more detail below in this Amendment No. 1. | |
Entity Central Index Key | 0001835236 | |
Entity Current Reporting Status | Yes | |
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 | 001-39985 | |
Entity Tax Identification Number | 85-3819449 | |
Entity Address, Address Line One | 9000 W. Sunset Blvd | |
Entity Address, Address Line Two | #1500 | |
Entity Address, City or Town | Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | (747) | |
Local Phone Number | 203-7219 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 466,438 | $ 55,000 |
Prepaid Expenses | 404,116 | |
Total current assets | 870,554 | 55,000 |
Deferred offering costs | 173,427 | |
Cash and Investments held in Trust Account | 230,013,260 | |
Other assets | 130,966 | |
Total Assets | 231,014,780 | 228,427 |
Current liabilities: | ||
Accrued offering costs and expenses | 167,000 | 84,178 |
Promissory note – related party | 120,000 | |
Total current liabilities | 167,000 | 204,178 |
Deferred underwriting fee | 8,050,000 | |
Warrant liability | 13,575,000 | |
Total liabilities | 21,792,000 | 204,178 |
Commitments and Contingencies | ||
Common Stock subject to possible redemption, 23,000,000 and no shares at redemption value of $10.00 per share at 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 at September 30, 2021 and December 31, 2020 | ||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 575 | 575 |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (20,777,795) | (751) |
Total stockholders’ equity (deficit) | (20,777,220) | 24,249 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 231,014,780 | $ 228,427 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 23,000,000 | |
Redemption value per share (in Dollars per share) | $ 10 | $ 10 |
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 | ||
Class A Common Stock | ||
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 | ||
Common stock, shares outstanding | ||
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 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ 275,887 | $ 738,298 |
Loss from Operations | (257,887) | (738,298) |
Other income (expense): | ||
Interest earned on cash and marketable securities held in Trust Account | 2,960 | 13,260 |
Offering costs allocated to warrants | (556,614) | |
Change in fair value of warrant liability | 1,810,000 | 1,824,370 |
Total other income | 1,812,960 | 1,281,016 |
Net income | $ 1,537,073 | $ 542,718 |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 23,000,000 | 20,051,282 |
Basic and diluted net income loss per share (in Dollars per share) | $ 0.05 | $ 0.02 |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 5,750,000 | 5,653,846 |
Basic and diluted net income loss per share (in Dollars per share) | $ 0.05 | $ 0.02 |
Diluted weighted average shares outstanding, Class B common stock (in Shares) | 5,750,000 | 5,750,000 |
Diluted net loss per share, Class B common stock (in Dollars per share) | $ 0.05 | $ 0.02 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Class ACommon stock | Class BCommon stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (751) | $ 24,249 | |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | ||||
Accretion of Class A common stock subject to possible redemption | (996,605) | (21,319,762) | (22,316,367) | ||
Excess cash proceeds from Private Placement over fair value of Private Warrants liability | 972,180 | 972,180 | |||
Net income (loss) | 3,639,196 | 3,639,196 | |||
Balance at Mar. 31, 2021 | $ 575 | (17,681,317) | (17,680,742) | ||
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | ||||
Net income (loss) | (4,633,551) | (4,633,551) | |||
Balance at Jun. 30, 2021 | $ 575 | (22,314,868) | (22,314,293) | ||
Balance (in Shares) at Jun. 30, 2021 | 5,750,000 | ||||
Net income (loss) | 1,537,073 | 1,537,073 | |||
Balance at Sep. 30, 2021 | $ 575 | $ (20,777,795) | $ (20,777,220) | ||
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 542,718 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (13,260) |
Offering costs allocated to warrants | 556,614 |
Change in fair value of warrant liability | (1,824,370) |
Changes in operating assets and liabilities: | |
Prepaid assets | (404,116) |
Other assets | (130,966) |
Accrued expenses | 166,549 |
Net cash used in operating activities | (1,106,831) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (230,000,000) |
Net cash used in investing activities | (230,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discount | 225,400,000 |
Proceeds from issuance of Private Placement Warrants | 6,600,000 |
Proceeds from promissory note – related party | 50,000 |
Repayment of promissory note – related party | (170,000) |
Payment of offering costs | (361,731) |
Net cash provided by financing activities | 231,518,269 |
Net change in cash | 441,438 |
Cash, beginning of period | 55,000 |
Cash, end of the period | 466,438 |
Supplemental disclosure of cash flow information: | |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ 8,050,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations The Music Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on October 14, 2020. The Company was formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2021 (the “Effective Date”). On February 5, 2021, the Company consummated the IPO of 23,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,600,000 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Music Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $6,600,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $13,101,431 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, and $451,431 of other offering costs. Following the closing of the IPO on February 5, 2021, $230,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation. The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust and taxes payable) at the time of the signing a definitive agreement in connection with an initial Business Combination. However, the Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public holders of its outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts which may be withdrawn to pay our taxes), divided by the number of then outstanding public shares, subject to the limitations described in this prospectus. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters in the IPO. The Company will have only 24 months from the closing of the IPO to complete an initial Business Combination (the “Combination Period”). However, if the Company doesn’t complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined below) and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares and any public shares held by them in favor of the Company’s initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $0.5 million in its operating bank account, and working capital of approximately $0.7 million. The Company’s liquidity needs up to February 5, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 6) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $170,000 (see Note 6). The promissory note from the Sponsor was paid in full as of February 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it 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 financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements The Company concluded it should restate its previously issued financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ASC 480-10-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. 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 shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the corrections and has determined that the related impact was material to previously presented financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the financial statement as of the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this Amendment No. 1. Impact of the Restatement The impacts to the balance sheets as of March 31, 2021 and June 30, 2021, the statement of operations and statement of cash flows for the three months ended March 31, 2021, the statements of operations for the three and six months ended June 30, 2021 and the statement of cash flows for the six months ended June 30, 2021 are presented below: As Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 207,319,250 $ 22,680,750 $ 230,000,000 Class A common stock, $0.0001 par value 227 (227 ) — Class B common stock, $0.0001 par value 575 — 575 Additional paid-in capital 1,360,761 (1,360,761 ) — Retained earnings (accumulated deficit) 3,638,445 (21,319,762 ) (17,681,317 ) Total stockholders' equity (deficit) $ 5,000,008 $ (22,680,750 ) $ (17,680,742 ) As Reported Adjustment Restated Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 (9,200,000 ) 13,800,000 Basic and diluted net income per share, Class A common stock $ — $ 0.19 $ 0.19 Weighted average shares outstanding, Class B common stock 5,455,056 (5,056 ) 5,450,000 Basic and diluted net income per share, Class B common stock $ 0.67 $ (0.48 ) $ 0.19 Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A common stocks subject to possible redemption $ 203,119,890 $ (203,119,890 ) $ — Change in value of Class A common stocks subject to possible redemption $ 4,199,360 $ (4,199,360 ) $ — Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 202,685,700 $ 27,314,300 $ 230,000,000 Class A Common stock, $0.0001 par value 273 (273 ) — Class B Common stock, $0.0001 par value 575 — 575 Additional paid-in capital 5,994,265 (5,994,265 ) — Accumulated deficit (995,106 ) (21,319,762 ) (22,314,868 ) Total stockholders' equity (deficit) $ 5,000,007 $ (27,314,300 ) $ (22,314,293 ) Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 — 23,000,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.16 ) $ (0.16 ) Weighted average shares outstanding, Class B common stock 5,750,000 — 5,750,000 Basic and diluted net loss per share, Class B common stock $ (0.81 ) $ 0.65 $ (0.16 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 (4,574,586 ) 18,425,414 Basic and diluted net loss per share, Class A common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding, Class B common stock 5,604,972 (4,143 ) 5,600,829 Basic and diluted net loss per share, Class B common stock $ (0.18 ) $ 0.14 $ (0.04 ) Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A common stocks subject to possible redemption $ 203,119,890 $ (203,119,890 ) $ — Change in value of Class A common stocks subject to possible redemption $ (434,190 ) $ 434,190 $ — |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim 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 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. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 29, 2021. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. 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 September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities, and are presented at fair value based upon the quoted market price (see Note 9). During the nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. 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 Company coverage 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 accounts. 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, pursuance to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the IPO and the fair value of the Private Placement Warrants were estimated using the Monte Carlo simulation model and Black Scholes model, respectively. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 was estimated using the Monte Carlo simulation model. 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 The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO 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 statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Class A Common Stock Subject to Possible Redemption All of the shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30, 2021 is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,771,550 ) Class A common stock issuance costs (12,544,817 ) Plus: Accretion of carrying value to redemption value 22,316,367 Class A common stock subject to possible redemption $ 230,000,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three and nine months ended September 30, 2021. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period, excluding stocks subject to forfeiture. The calculation of diluted income per common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the stocks subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. (at least for this one because it resolved this year). Basic and diluted net income per share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and shares of Class B common stock outstanding, allocated proportionally to each class of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Reconciliation of Net Income (Loss) per Common Stock Basic and diluted income per share for Class A common stock and for Class B common stock is calculated as follows: Three Months Nine months Ended September 30, Net Income per share for Class A common stock: Allocation of net income to Class A common stock $ 1,229,658 $ 423,347 Weighted Average Shares, Class A common stock 23,000,000 20,051,282 Basic and diluted net income per share $ 0.05 $ 0.02 Net Income per share for Class B common stock: Allocation of net income to Class B common stock $ 307,415 $ 119,371 Basic weighted Average Shares, Class B common stock 5,750,000 5,653,846 Basic net income per share $ 0.05 $ 0.02 Diluted weighted Average Shares, Class B common stock 5,750,000 5,750,000 Diluted net income per share $ 0.05 $ 0.02 Fair Value of Financial Instruments The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. 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, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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 financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Public Units On February 5, 2021, the Company sold 23,000,000 Units, at a purchase price of $10.00 per Unit, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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 Company’s board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by the Company’s initial stockholders or their 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 Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates the 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, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, or valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the Public Warrants for redemption: ● 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 to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the Company will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” If the Company takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants in exchange for a number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of (A) the number of shares of Class A common stock underlying the warrants and (B) the excess of the “fair market value” of the Company’s Class A common stock (defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,600,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. The Private Placement Warrants are identical to the Public Warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On November 25, 2020, the Sponsor paid $25,000 in cash, or approximately $0.004 per share, to the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares which were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On February 5, 2021, the underwriters fully exercised their over-allotment option, hence, the 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s 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 or (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. Promissory Note — Related Party On November 25, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing, unsecured and due at the earlier of September 30, 2021 or the closing of the IPO. As of the IPO on February 5, 2021, the Company had drawn down $170,000 under the promissory note. On February 8, 2021, the Company paid the $170,000 balance on the note in full. As of September 30, 2021 and December 31, 2020, there were borrowings outstanding under the promissory note of $0 and $120,000, respectively. As of September 30, 2021, the note is no longer available to be drawn upon. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors or their respective affiliates may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“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 of the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of September 30, 2021 and December 31, 2020, no such Working Capital Loans were outstanding. Administrative Service Fee The Company agreed to pay an affiliate of the Company’s Sponsor a monthly fee of $15,000 for office space, secretarial and administrative services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months and nine months ended September 30, 2021, the Company has incurred and paid administrative service fees of $45,000 and $120,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement dated as of February 2, 2021 by and between the Company and the parties thereto, requiring the Company to register such securities and any other securities of the company acquired by them prior to the consummation of the initial Business Combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 3,000,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 5, 2021, the underwriters fully exercised their over-allotment option and were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $8,050,000 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the closing of its initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by the Company’s stockholders. |
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 assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 230,013,260 $ 230,013,260 $ — $ — Liabilities: Public Warrants Liability $ 8,625,000 $ 8,625,000 $ — $ — Private Placement Warrants Liability 4,950,000 — — 4,950,000 $ 13,575,000 $ 8,625,000 $ — $ 4,950,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants of $8,625,000 transferred from a Level 3 fair value measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants of $4,950,000 as of September 30, 2021. Warrant Liabilities The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statements of Operations. The Company established the initial fair value of the Public Warrants and Private Placement Warrants on February 5, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model and Black Scholes model, respectively. The Public Warrants and Private Placement Warrants were classified as Level 3 at the initial measurement date. As of September 30, 2021, the Public Warrants were classified as Level 1 due to use of the observed trading price of the separated Public Warrants, and the Private Placement Warrants were classified as Level 3 due to the use of unobservable inputs. The following table presents the changes in the fair value of Level 3 warrant liabilities for the nine months ended September 30, 2021: Level 3 Warrant Fair Value as of December 31, 2020 $ — Initial measurement on February 5, 2021 15,399,370 Change in valuation as of March 31, 2021 (4,333,290 ) Transfer of Public Warrants to Level 1 (7,015,000 ) Fair Value as of March 31, 2021 4,051,080 Change in valuation as of June 30, 2021 1,558,920 Fair Value as of June 30, 2021 5,610,000 Change in valuation as of September 30, 2021 (660,000 ) Fair Value as of September 30, 2021 $ 4,950,000 Level 3 inputs have inherent uncertainties that are involved. If factors or assumptions change, the estimated fair values could be materially different. The key inputs into the Monte Carlo simulation as of September 30, 2021 were as follows: Inputs September 30, Risk-free interest rate 1.13 % Expected term remaining (years) 5.92 Expected volatility 12.1 % Underlying stock price $ 9.73 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim 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 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. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 29, 2021. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities, and are presented at fair value based upon the quoted market price (see Note 9). During the nine months ended September 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. |
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 Company coverage 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 accounts. |
Warrant Liabilities | 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, pursuance to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Public Warrants and Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the IPO and the fair value of the Private Placement Warrants were estimated using the Monte Carlo simulation model and Black Scholes model, respectively. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 was estimated using the Monte Carlo simulation model. 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 The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO 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 statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, all shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of September 30, 2021 is reconciled in the following table: Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,771,550 ) Class A common stock issuance costs (12,544,817 ) Plus: Accretion of carrying value to redemption value 22,316,367 Class A common stock subject to possible redemption $ 230,000,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the three and nine months ended September 30, 2021. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period, excluding stocks subject to forfeiture. The calculation of diluted income per common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the stocks subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. (at least for this one because it resolved this year). Basic and diluted net income per share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and shares of Class B common stock outstanding, allocated proportionally to each class of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. |
Reconciliation of Net Income (Loss) per Common Stock | Reconciliation of Net Income (Loss) per Common Stock Basic and diluted income per share for Class A common stock and for Class B common stock is calculated as follows: Three Months Nine months Ended September 30, Net Income per share for Class A common stock: Allocation of net income to Class A common stock $ 1,229,658 $ 423,347 Weighted Average Shares, Class A common stock 23,000,000 20,051,282 Basic and diluted net income per share $ 0.05 $ 0.02 Net Income per share for Class B common stock: Allocation of net income to Class B common stock $ 307,415 $ 119,371 Basic weighted Average Shares, Class B common stock 5,750,000 5,653,846 Basic net income per share $ 0.05 $ 0.02 Diluted weighted Average Shares, Class B common stock 5,750,000 5,750,000 Diluted net income per share $ 0.05 $ 0.02 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Pronouncements | 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, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its 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 financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement | As Reported Adjustment As Restated Balance Sheet as of March 31, 2021 (unaudited) Common stock subject to possible redemption $ 207,319,250 $ 22,680,750 $ 230,000,000 Class A common stock, $0.0001 par value 227 (227 ) — Class B common stock, $0.0001 par value 575 — 575 Additional paid-in capital 1,360,761 (1,360,761 ) — Retained earnings (accumulated deficit) 3,638,445 (21,319,762 ) (17,681,317 ) Total stockholders' equity (deficit) $ 5,000,008 $ (22,680,750 ) $ (17,680,742 ) As Reported Adjustment Restated Statement of Operations for the three months ended March 31, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 (9,200,000 ) 13,800,000 Basic and diluted net income per share, Class A common stock $ — $ 0.19 $ 0.19 Weighted average shares outstanding, Class B common stock 5,455,056 (5,056 ) 5,450,000 Basic and diluted net income per share, Class B common stock $ 0.67 $ (0.48 ) $ 0.19 Statement of Cash Flows for the three months ended March 31, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A common stocks subject to possible redemption $ 203,119,890 $ (203,119,890 ) $ — Change in value of Class A common stocks subject to possible redemption $ 4,199,360 $ (4,199,360 ) $ — Balance Sheet as of June 30, 2021 (unaudited) Common stock subject to possible redemption $ 202,685,700 $ 27,314,300 $ 230,000,000 Class A Common stock, $0.0001 par value 273 (273 ) — Class B Common stock, $0.0001 par value 575 — 575 Additional paid-in capital 5,994,265 (5,994,265 ) — Accumulated deficit (995,106 ) (21,319,762 ) (22,314,868 ) Total stockholders' equity (deficit) $ 5,000,007 $ (27,314,300 ) $ (22,314,293 ) Statement of Operations for the three months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 — 23,000,000 Basic and diluted net loss per share, Class A common stock $ — $ (0.16 ) $ (0.16 ) Weighted average shares outstanding, Class B common stock 5,750,000 — 5,750,000 Basic and diluted net loss per share, Class B common stock $ (0.81 ) $ 0.65 $ (0.16 ) Statement of Operations for the six months ended June 30, 2021 (unaudited) Weighted average shares outstanding, Class A common stock 23,000,000 (4,574,586 ) 18,425,414 Basic and diluted net loss per share, Class A common stock $ — $ (0.04 ) $ (0.04 ) Weighted average shares outstanding, Class B common stock 5,604,972 (4,143 ) 5,600,829 Basic and diluted net loss per share, Class B common stock $ (0.18 ) $ 0.14 $ (0.04 ) Statement of Cash Flows for the six months ended June 30, 2021 (unaudited) Supplemental disclosure of cash flow information: Initial value of Class A common stocks subject to possible redemption $ 203,119,890 $ (203,119,890 ) $ — Change in value of Class A common stocks subject to possible redemption $ (434,190 ) $ 434,190 $ — |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock subject to possible redemption reflected on the balance sheet | Gross Proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,771,550 ) Class A common stock issuance costs (12,544,817 ) Plus: Accretion of carrying value to redemption value 22,316,367 Class A common stock subject to possible redemption $ 230,000,000 |
Schedule of company’s basic and diluted income (loss) per common share | Three Months Nine months Ended September 30, Net Income per share for Class A common stock: Allocation of net income to Class A common stock $ 1,229,658 $ 423,347 Weighted Average Shares, Class A common stock 23,000,000 20,051,282 Basic and diluted net income per share $ 0.05 $ 0.02 Net Income per share for Class B common stock: Allocation of net income to Class B common stock $ 307,415 $ 119,371 Basic weighted Average Shares, Class B common stock 5,750,000 5,653,846 Basic net income per share $ 0.05 $ 0.02 Diluted weighted Average Shares, Class B common stock 5,750,000 5,750,000 Diluted net income per share $ 0.05 $ 0.02 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 230,013,260 $ 230,013,260 $ — $ — Liabilities: Public Warrants Liability $ 8,625,000 $ 8,625,000 $ — $ — Private Placement Warrants Liability 4,950,000 — — 4,950,000 $ 13,575,000 $ 8,625,000 $ — $ 4,950,000 |
Schedule of the changes in the fair value of warrant liabilities | Level 3 Warrant Fair Value as of December 31, 2020 $ — Initial measurement on February 5, 2021 15,399,370 Change in valuation as of March 31, 2021 (4,333,290 ) Transfer of Public Warrants to Level 1 (7,015,000 ) Fair Value as of March 31, 2021 4,051,080 Change in valuation as of June 30, 2021 1,558,920 Fair Value as of June 30, 2021 5,610,000 Change in valuation as of September 30, 2021 (660,000 ) Fair Value as of September 30, 2021 $ 4,950,000 |
Schedule of inputs into the Monte Carlo simulation | Inputs September 30, Risk-free interest rate 1.13 % Expected term remaining (years) 5.92 Expected volatility 12.1 % Underlying stock price $ 9.73 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Feb. 05, 2021 | Sep. 30, 2021 |
Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 23,000,000 | |
Unit price per share (in Dollars per share) | $ 10 | $ 18 |
Gross proceeds | $ 230,000,000 | |
Description of warrant | Each Unit consists of one share of common stock, and one-half of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. | |
Minimum percentage of trust account required for business combination | 80.00% | |
Percentage of voting interest | 50.00% | |
Public share price per share (in Dollars per share) | $ 10 | |
Dissolution expenses | $ 100,000 | |
Business combination agreement, description | The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |
Operating bank account | $ 500,000 | |
Working capital | $ 700,000 | |
Capital contribution from the sponsor | $ 25,000 | |
Unsecured promissory note | $ 170,000 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Additional units (in Shares) | 3,000,000 | |
Unit price per share (in Dollars per share) | $ 10 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 6,600,000 | |
Unit price per share (in Dollars per share) | $ 1 | |
Gross proceeds | $ 6,600,000 | |
IPO [Member] | ||
Organization and Business Operations (Details) [Line Items] | ||
Additional units (in Shares) | 3,000,000 | |
Unit price per share (in Dollars per share) | $ 10 | |
Transaction costs | $ 13,101,431 | |
Underwriting discount | 4,600,000 | |
Deferred underwriting discount | 8,050,000 | |
Other offering costs | $ 451,431 | |
Net proceeds | $ 230,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock subject to possible redemption | $ 202,685,700 | $ 207,319,250 | $ 202,685,700 |
Additional paid-in capital | 5,994,265 | 1,360,761 | 5,994,265 |
Retained earnings (accumulated deficit) | (995,106) | 3,638,445 | (995,106) |
Total stockholders' equity (deficit) | 5,000,007 | 5,000,008 | 5,000,007 |
Supplemental disclosure of cash flow information: | |||
Initial value of subject to possible redemption | 203,119,890 | 203,119,890 | |
Change in value of subject to possible redemption | 4,199,360 | (434,190) | |
As Reported [Member] | Common Class A [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | $ 273 | $ 227 | $ 273 |
Weighted average shares outstanding (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 |
Basic and diluted net income per share (in Dollars per share) | |||
As Reported [Member] | Common Class B [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | $ 575 | $ 575 | $ 575 |
Weighted average shares outstanding (in Shares) | 5,750,000 | 5,455,056 | 5,604,972 |
Basic and diluted net income per share (in Dollars per share) | $ (0.81) | $ 0.67 | $ (0.18) |
Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock subject to possible redemption | $ 27,314,300 | $ 22,680,750 | $ 27,314,300 |
Additional paid-in capital | (5,994,265) | (1,360,761) | (5,994,265) |
Retained earnings (accumulated deficit) | (21,319,762) | (21,319,762) | (21,319,762) |
Total stockholders' equity (deficit) | (27,314,300) | (22,680,750) | (27,314,300) |
Supplemental disclosure of cash flow information: | |||
Initial value of subject to possible redemption | (203,119,890) | (203,119,890) | |
Change in value of subject to possible redemption | (4,199,360) | 434,190 | |
Adjustment [Member] | Common Class A [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | $ (273) | $ (227) | $ (273) |
Weighted average shares outstanding (in Shares) | (9,200,000) | (4,574,586) | |
Basic and diluted net income per share (in Dollars per share) | $ (0.16) | $ 0.19 | $ (0.04) |
Adjustment [Member] | Common Class B [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | |||
Weighted average shares outstanding (in Shares) | (5,056) | (4,143) | |
Basic and diluted net income per share (in Dollars per share) | $ 0.65 | $ (0.48) | $ 0.14 |
As Restated [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock subject to possible redemption | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 |
Additional paid-in capital | |||
Retained earnings (accumulated deficit) | (22,314,868) | (17,681,317) | (22,314,868) |
Total stockholders' equity (deficit) | (22,314,293) | (17,680,742) | (22,314,293) |
Supplemental disclosure of cash flow information: | |||
Initial value of subject to possible redemption | |||
Change in value of subject to possible redemption | |||
As Restated [Member] | Common Class A [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | |||
Weighted average shares outstanding (in Shares) | 23,000,000 | 13,800,000 | 18,425,414 |
Basic and diluted net income per share (in Dollars per share) | $ (0.16) | $ 0.19 | $ (0.04) |
As Restated [Member] | Common Class B [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common stock value | $ 575 | $ 575 | $ 575 |
Weighted average shares outstanding (in Shares) | 5,750,000 | 5,450,000 | 5,600,829 |
Basic and diluted net income per share (in Dollars per share) | $ (0.16) | $ 0.19 | $ (0.04) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement (Parentheticals) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 |
As Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock par value | 0.0001 | 0.0001 |
As Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ 250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of class A common stock subject to possible redemption reflected on the balance sheet | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of class A common stock subject to possible redemption reflected on the balance sheet [Abstract] | |
Gross Proceeds | $ 230,000,000 |
Proceeds allocated to Public Warrants | (9,771,550) |
Class A common stock issuance costs | (12,544,817) |
Accretion of carrying value to redemption value | 22,316,367 |
Class A common stock subject to possible redemption | $ 230,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of company’s basic and diluted income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | ||
Net Income per share for Class A common stock: | ||
Allocation of net income to Class A common stock | $ 1,229,658 | $ 423,347 |
Weighted Average Shares, Class A common stock | 23,000,000 | 20,051,282 |
Basic and diluted net income per share | $ 0.05 | $ 0.02 |
Net Income per share for Class B common stock: | ||
Basic weighted Average Shares, Class B common stock | 23,000,000 | 20,051,282 |
Common Class B [Member] | ||
Net Income per share for Class B common stock: | ||
Allocation of net income to Class B common stock | $ 307,415 | $ 119,371 |
Basic weighted Average Shares, Class B common stock | 5,750,000 | 5,653,846 |
Basic net income per share | $ 0.05 | $ 0.02 |
Diluted weighted Average Shares, Class B common stock | 5,750,000 | 5,750,000 |
Diluted net income per share | $ 0.05 | $ 0.02 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Feb. 05, 2021 | Sep. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 23,000,000 | |
Price per share | $ 10 | $ 18 |
Total equity percentage | 60.00% | |
Warrant price per share | $ 0.01 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 10 | |
Additional units (in Shares) | 3,000,000 | |
Initial Business Combination [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 9.2 | |
Percentage of market value | 115.00% | |
Redemption of Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 18 | |
Percentage of market value | 180.00% | |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 11.5 | |
Effective issue price per share | $ 9.2 |
Private Placement (Details)
Private Placement (Details) - Private Warrants [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Number of units issued in transaction | shares | 6,600,000 |
Unit price per share | $ / shares | $ 1 |
Purchase price | $ | $ 6,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 25, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 08, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||
Principal amount | $ 300,000 | |||||
Borrowings outstanding | $ 0 | $ 0 | $ 120,000 | |||
Working capital loan | $ 1,500,000 | |||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||
Office space, utilities and secretarial and administrative support per month | $ 15,000 | |||||
Administrative fees expenses | $ 45,000 | $ 120,000 | ||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Sponsor paid in cash | $ 25,000 | |||||
Price per share (in Dollars per share) | $ 0.004 | |||||
Consideration shares (in Shares) | 5,750,000 | |||||
Shares of common stock subject to forfeiture (in Shares) | 750,000 | |||||
Over-allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares of common stock subject to forfeiture (in Shares) | 750,000 | |||||
IPO [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Consideration shares (in Shares) | 3,000,000 | |||||
Promissory notes | $ 170,000 | |||||
Total note payable | $ 170,000 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination, description | The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”). Notwithstanding the foregoing, if (A) the last reported sales price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (B) the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 05, 2021USD ($) | Sep. 30, 2021USD ($)shares |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting fee per share | 0.2 | |
Aggregate payment of underwriter | $ 4,600,000 | |
Percentage of deferred underwriting commission | 3.50% | |
Completion amount of underwriter | $ 8,050,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate additional units | shares | 3,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption | 23,000,000 | |
Converted basis percentage | 20.00% | |
Class A Common Stock [Member] | ||
Stockholders’ Equity (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 | ||
Common stock, shares outstanding | ||
Class B Common Stock [Member] | ||
Stockholders’ Equity (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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021USD ($) |
Fair Value Measurements (Details) [Line Items] | |
Estimated fair value of the private warrants | $ 4,950,000 |
Public Warrant [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Public warrants | $ 8,625,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | $ 13,575,000 |
U.S. Money Market held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
U.S. Money Market held in Trust Account | 230,013,260 |
Public Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | 8,625,000 |
Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | 4,950,000 |
Quoted Prices In Active Markets (Level 1) | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | 8,625,000 |
Quoted Prices In Active Markets (Level 1) | U.S. Money Market held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
U.S. Money Market held in Trust Account | 230,013,260 |
Quoted Prices In Active Markets (Level 1) | Public Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | 8,625,000 |
Quoted Prices In Active Markets (Level 1) | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | |
Significant Other Observable Inputs (Level 2) | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | |
Significant Other Observable Inputs (Level 2) | U.S. Money Market held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
U.S. Money Market held in Trust Account | |
Significant Other Observable Inputs (Level 2) | Public Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | |
Significant Other Unobservable Inputs (Level 3) | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | 4,950,000 |
Significant Other Unobservable Inputs (Level 3) | U.S. Money Market held in Trust Account [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
U.S. Money Market held in Trust Account | |
Significant Other Unobservable Inputs (Level 3) | Public Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | |
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the Company’s assets and liabilities that are measured at fair value on a recurring basis [Line Items] | |
Liabilities | $ 4,950,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities - Level 3 Warrant Liabilities [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of warrant liabilities [Line Items] | |||
Fair value at beginning | $ 5,610,000 | $ 4,051,080 | |
Initial measurement | 15,399,370 | ||
Change in valuation as ending | (660,000) | 1,558,920 | $ (4,333,290) |
Transfer of Public Warrants to Level 1 (in Shares) | (7,015,000) | ||
Fair value ending | $ 4,950,000 | $ 5,610,000 | $ 4,051,080 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of inputs into the Monte Carlo simulation | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Schedule of inputs into the Monte Carlo simulation [Abstract] | |
Risk-free interest rate | 1.13% |
Expected term remaining (years) | 5 years 11 months 1 day |
Expected volatility | 12.10% |
Underlying stock price (in Dollars per share) | $ 9.73 |