Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40026 | |
Entity Registrant Name | GOAL ACQUISITIONS CORP. | |
Entity Central Index Key | 0001836100 | |
Entity Tax Identification Number | 85-3660880 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 13001 W. Hwy 71 | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | (888) | |
Local Phone Number | 717-7678 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 33,161,250 | |
Units, each consisting of one share of common stock and one redeemable warrant | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one redeemable warrant | |
Trading Symbol | PUCKU | |
Security Exchange Name | NASDAQ | |
Common stock, par value $0.0001 per share | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | PUCK | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | |
Trading Symbol | PUCKW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 172,622 | $ 27,983 |
Prepaid expenses | 475,646 | |
Deferred offering costs | 234,702 | |
Total current assets | 648,268 | 262,685 |
Prepaid expenses, non-current | 268,565 | |
Marketable securities held in Trust Account | 258,766,781 | |
Total assets | 259,683,614 | 262,685 |
Current liabilities: | ||
Accounts payable and accrued expenses | 194,144 | 132,760 |
Sponsor loans | 175,551 | 106,051 |
Total current liabilities | 369,695 | 238,811 |
Warrant liabilities | 464,741 | |
Total liabilities | 834,436 | 238,811 |
Common stock subject to possible redemption, 25,384,917 shares at redemption value | 253,849,170 | |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,776,333 shares and 6,468,750 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 778 | 647 |
Additional paid-in capital | 5,237,689 | 24,353 |
Accumulated deficit | (238,459) | (1,126) |
Total stockholders’ equity | 5,000,008 | 23,874 |
Total liabilities and stockholders’ equity | $ 259,683,614 | $ 262,685 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 25,384,917 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,776,333 | 6,468,750 |
Common stock, shares outstanding | 7,776,333 | 6,468,750 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Operating costs | $ 395,966 | $ 456,026 |
Loss from operations | (395,966) | (456,026) |
Other income (expense): | ||
Interest income on marketable securities held in trust | 9,255 | 16,791 |
Change in fair value of warrant liability | (152,965) | 201,902 |
Total other (expense) income | (143,710) | 218,693 |
Net loss | $ (539,676) | $ (237,333) |
Weighted average shares outstanding, Common stock subject to possible redemption | 25,438,884 | 18,966,258 |
Basic and diluted net income per share, Common stock subject to possible redemption | 0 | 0 |
Weighted average shares outstanding, Non-redeemable common stock | 7,722,366 | 7,411,263 |
Basic and diluted net loss per share, Non-redeemable common stock | $ (0.07) | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 647 | $ 24,353 | $ (1,126) | $ 23,874 |
Balance, shares at Dec. 31, 2020 | 6,468,750 | |||
Sale of Units in Initial Public Offering | $ 2,588 | 258,747,412 | 258,750,000 | |
Sale of Units in Initial Public Offering, shares | 25,875,000 | |||
Sale of private units, net of initial fair value of private warrants | $ 67 | 6,008,290 | 6,008,357 | |
Sale of private units, net of initial fair value of private warrants, shares | 667,500 | |||
Underwriters’ discount | 5,175,000 | 5,175,000 | ||
Issuance of representative shares | $ 15 | (15) | ||
Issuance of representative shares,shares | 150,000 | |||
Other offering cost | (520,720) | (520,720) | ||
Common stock subject to possible redemption | $ (2,544) | (254,386,300) | (254,388,844) | |
Common stock subject to possible redemption, shares | (25,438,884) | |||
Net loss | 302,343 | 302,343 | ||
Ending balance at Mar. 31, 2021 | $ 773 | 4,698,020 | 301,217 | 5,000,010 |
Balance, shares at Mar. 31, 2021 | 7,722,366 | |||
Beginning balance at Dec. 31, 2020 | $ 647 | 24,353 | (1,126) | 23,874 |
Balance, shares at Dec. 31, 2020 | 6,468,750 | |||
Net loss | (237,333) | |||
Ending balance at Jun. 30, 2021 | $ 778 | 5,237,689 | (238,459) | 5,000,008 |
Balance, shares at Jun. 30, 2021 | 7,776,333 | |||
Beginning balance at Mar. 31, 2021 | $ 773 | 4,698,020 | 301,217 | 5,000,010 |
Balance, shares at Mar. 31, 2021 | 7,722,366 | |||
Common stock subject to possible redemption | $ 5 | 539,669 | 539,674 | |
Common stock subject to possible redemption, shares | 53,967 | |||
Net loss | (539,676) | (539,676) | ||
Ending balance at Jun. 30, 2021 | $ 778 | $ 5,237,689 | $ (238,459) | $ 5,000,008 |
Balance, shares at Jun. 30, 2021 | 7,776,333 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (237,333) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash and Investments held in Trust Account | (16,781) |
Change in fair value of warrant liability | (201,902) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (744,211) |
Accounts payable and accrued expenses | 194,144 |
Net cash used in operating activities | (1,006,083) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (258,750,000) |
Net cash used in investing activities | (258,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering, net of underwriters’ discount | 253,575,000 |
Proceeds from issuance of Private Placement Warrants | 6,675,000 |
Proceeds from Sponsor loan | 69,500 |
Payment of deferred offering costs | (418,778) |
Net cash provided by financing activities | 259,900,722 |
Net change in cash | 144,639 |
Cash, beginning of period | 27,983 |
Cash, end of the period | 172,622 |
Supplemental disclosure of cash flow information: | |
Initial classification of warrant liability | 666,643 |
Initial classification of Class A ordinary shares subject to possible redemption | 254,080,510 |
Change in value of Class A ordinary shares subject to possible redemption | $ (231,340) |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Goal Acquisitions Corp. (the “Company”) was incorporated in Delaware on October 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company intends to focus on businesses that service the sports industry. The Company is in an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not yet commenced any operations. All activity from October 26, 2020 (inception) through June 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilities as other income (expense). The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s IPO was declared effective on February 10, 2021 (the “Effective Date”). On February 16, 2021, the Company consummated the IPO of 22,500,000 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 600,000 10.00 6,000,000 The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, if any. On February 24, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,375,000 Units (the “Over-Allotment Units”). The issuance by the Company of the Over-Allotment Units at a price of $ 10.00 per unit resulted in total gross proceeds of $ 33,750,000 . On February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 Private Units (the “Over-Allotment Private Units” and, together with the IPO Private Placement, the “Private Placements”), generating gross proceeds of $ 675,000 . Transaction costs amounted to $ 5,695,720 consisting of $ 5,175,000 of underwriting discount, and $ 520,720 of other offering costs. Trust Account Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of the over-allotment option on February 24, 2021, $ 258,750,000 10.00 the sale of the Private Units was placed in a Trust Account, which will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account. Initial Business Combination The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors will agree (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Amended and Restated Certificate of Incorporation or to redeem 100 The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and 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), subject to applicable law, 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, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founder Shares will agree to waive liquidation distributions with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Management’s Plans As of June 30, 2021, the Company had $ 172,622 278,573 300,000 500,000 1.50 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K and other filings with the SEC. The interim results for the three months and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. There is no cash equivalents as of June 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $ 258,766,781 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 25,384,917 Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for common stock subject to redemption is calculated by dividing the interest income earned on the Trust Account totaling $ 9,255 and $ 16,791 for the three months and six months ended June 30, 2021 respectively (less any amounts utilized for taxes), by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per common stock, basic and diluted for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to common stock subject to redemption, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the non-redeemable common stock and the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Schedule of Earnings Per Share Three months Six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account $ 9,255 $ 16,791 Less: interest available to be withdrawn for payment of taxes (9,255 ) (16,791 ) Net income allocatable to shares subject to possible redemption $ - $ - Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,438,884 18,966,258 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net income less earnings allocable to common stock subject to possible redemption Net Loss $ (539,676 ) $ (237,333 ) Net income allocable to shares subject to possible redemption - - Non-Redeemable Net Loss $ (539,676 ) $ (237,333 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 7,722,366 7,411,263 Basic and diluted net loss per share, common stock $ (0.07 ) $ (0.03 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its private placement 667,500 private warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 8). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months and six months ended June 30, 2021. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The Company is currently evaluating the impact of adopting ASU 2020-06 will have on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering The Company sold 22,500,000 10.00 Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”). 11.50 On February 16, 2021, an aggregate of $ 10.00 On February 24, 2021, the underwriters of the IPO exercised the over-allotment option in full to purchase 3,375,000 Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of over-allotment option on February 24, 2021, $ 258,750,000 |
Private Units
Private Units | 6 Months Ended |
Jun. 30, 2021 | |
Private Units | |
Private Units | Note 4 — Private Units Simultaneously with the closing of the IPO on February 16, 2021, the Sponsor purchased an aggregate of 600,000 10.00 6,000,000 On February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 Private Units to the Sponsor, generating gross proceeds of $ 675,000 . |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 24, 2020, the Sponsor purchased an aggregate of 5,750,000 shares of the Company’s common stock for an aggregate price of $ 25,000 (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20 % of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and excluding the Private Shares). On December 16, 2020, the Company effected a effected a stock dividend of .125 of a share of common stock for each outstanding share of common stock, and as a result our Sponsor holds 6,468,750 founder shares of which an aggregate of up to 843,750 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part. Because of the underwriters’ full exercise of the over-allotment option on February 24, 2021, 843,750 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. Promissory Note — Related Party Concurrently with the filing of the Company’s registration statement on Form S-1 on January 21, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company was authorized to borrow up to an aggregate principal amount of $ 200,000 . In May 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 300,000, and in August 2021, the Sponsors agreed to increase the capacity (aggregate principal) on the Promissory Note to $ 500,000 . A copy of the May 2021 Amendment to the Promissory Note is filed as Exhibit 10.1 hereto. The Promissory Note is non-interest bearing and payable on the earliest of (i) April 30, 2021, (iii) the consummation of the IPO or (ii) the date on which the Company determines not to proceed with the IPO. As of June 30, 2021, the Company had borrowed $ 175,551 under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Representative Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to Company, are entitled to registration rights pursuant to an agreement to be signed prior to or on the Effective Date of the IPO. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the Effective Date of the IPO. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date of the IPO. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters have a 45-day option beginning February 16, 2021 to purchase up to an additional 3,375,000 3,375,000 33,750,000 The underwriters received a cash underwriting discount of 2.0 5,175,000 Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO (exclusive of any applicable finders’ fees which might become payable). |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 shares of common stock with a par value of $ 0.0001 per share. On December 16, 2020, the Company effected a stock dividend of .125 of a share of common stock for each outstanding share of common stock, and as a result our Sponsor holds 6,468,750 founder shares of which an aggregate of up to 843,750 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part. Because of the underwriters’ full exercise of the over-allotment option on February 24, 2021, 843,750 7,776,333 shares of common stock issued and outstanding, excluding 25,384,917 shares of common stock subject to possible redemption. Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders; ● if, and only if, there is a current registration statement in effect with respect to the share of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in Trust Account $ 258,766,781 $ 258,766,781 $ - $ - Liabilities: Warrant liability (464,741 ) - - (464,741 ) $ 258,302,040 $ 258,766,781 $ - $ (464,741 ) The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the quarter ended June 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: Schedule of Fair Value Input Measurement At At Stock price $ 9.64 $ 9.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.79 6.27 Volatility 15.6 % 24.1 % Risk-free rate 1.00 % 0.86 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Schedule of Changes in Fair Value of Warrant Liabilities Private Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (354,867 ) Fair value as of March 31, 2021 $ 311,776 Change in valuation inputs or other assumptions 152,965 Fair value as of June 30, 2021 $ 464,741 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the 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 financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K and other filings with the SEC. The interim results for the three months and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. There is no cash equivalents as of June 30, 2021 or December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $ 258,766,781 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 25,384,917 |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for Common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common stock, basic and diluted for common stock subject to redemption is calculated by dividing the interest income earned on the Trust Account totaling $ 9,255 and $ 16,791 for the three months and six months ended June 30, 2021 respectively (less any amounts utilized for taxes), by the weighted average number of common stock subject to possible redemption outstanding since original issuance. Net loss per common stock, basic and diluted for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to common stock subject to redemption, by the weighted average number of non-redeemable common stock outstanding for the periods. Non-redeemable common stock includes the non-redeemable common stock and the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Schedule of Earnings Per Share Three months Six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account $ 9,255 $ 16,791 Less: interest available to be withdrawn for payment of taxes (9,255 ) (16,791 ) Net income allocatable to shares subject to possible redemption $ - $ - Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,438,884 18,966,258 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net income less earnings allocable to common stock subject to possible redemption Net Loss $ (539,676 ) $ (237,333 ) Net income allocable to shares subject to possible redemption - - Non-Redeemable Net Loss $ (539,676 ) $ (237,333 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 7,722,366 7,411,263 Basic and diluted net loss per share, common stock $ (0.07 ) $ (0.03 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its private placement 667,500 private warrants included as part of the private units as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Private Units have been estimated using Monte-Carlo simulations at each measurement date (see Note 8). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months and six months ended June 30, 2021. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The Company is currently evaluating the impact of adopting ASU 2020-06 will have on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share | The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Schedule of Earnings Per Share Three months Six months Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account $ 9,255 $ 16,791 Less: interest available to be withdrawn for payment of taxes (9,255 ) (16,791 ) Net income allocatable to shares subject to possible redemption $ - $ - Denominator: Weighted average common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,438,884 18,966,258 Basic and diluted net income per share $ 0.00 $ 0.00 Non-Redeemable Common Stock Numerator: Net income less earnings allocable to common stock subject to possible redemption Net Loss $ (539,676 ) $ (237,333 ) Net income allocable to shares subject to possible redemption - - Non-Redeemable Net Loss $ (539,676 ) $ (237,333 ) Denominator: Weighted Average Non-Redeemable Common Stock Basic and diluted weighted average shares outstanding, common stock 7,722,366 7,411,263 Basic and diluted net loss per share, common stock $ (0.07 ) $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement of Financial Assets and Liabilities | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in Trust Account $ 258,766,781 $ 258,766,781 $ - $ - Liabilities: Warrant liability (464,741 ) - - (464,741 ) $ 258,302,040 $ 258,766,781 $ - $ (464,741 ) |
Schedule of Fair Value Input Measurement | The following table provides quantitative information regarding Level 3 fair value measurements: Schedule of Fair Value Input Measurement At At Stock price $ 9.64 $ 9.01 Strike price $ 11.50 $ 11.50 Term (in years) 5.79 6.27 Volatility 15.6 % 24.1 % Risk-free rate 1.00 % 0.86 % Dividend yield 0.0 % 0.0 % |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Schedule of Changes in Fair Value of Warrant Liabilities Private Fair value as of December 31, 2020 $ — Initial measurement on February 16, 2021 666,643 Change in valuation inputs or other assumptions (354,867 ) Fair value as of March 31, 2021 $ 311,776 Change in valuation inputs or other assumptions 152,965 Fair value as of June 30, 2021 $ 464,741 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Feb. 24, 2021 | Feb. 16, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Share price per share | $ 10 | $ 10 | |||
Proceeds from issuance of initial public offering | $ 253,575,000 | ||||
Proceeds from issuance of private placement | 6,675,000 | ||||
[custom:OverallotmentUnitsIsExercised] | 3,375,000 | ||||
[custom:ProceedsFromIssuanceOfOverallotment] | $ 33,750,000 | ||||
[custom:TransactionCosts-0] | 5,695,720 | ||||
[custom:UnderwritingDiscount-0] | 5,175,000 | ||||
[custom:OtherOfferingCosts-0] | 520,720 | ||||
Proceeds from tangible assets | $ 5,000,001 | ||||
Obligation to redeem percentage of public shares | 100.00% | ||||
Cash | $ 172,622 | $ 27,983 | |||
Financing And Acquisition Plans [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | 172,622 | ||||
Working capital | $ 278,573 | ||||
Financing And Acquisition Plans [Member] | Warrant [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrant per share | $ 1.50 | ||||
Amended And Restated Certificate Of Incorporation [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business combination description | Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. | ||||
Holder [Member] | Trust Account [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business combination description | In order to protect the amounts held in the Trust Account, the Sponsor will agree to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation excepts, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | ||||
Maximum [Member] | Financing And Acquisition Plans [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from issuance on promissory notes | $ 300,000 | ||||
Maximum [Member] | Sponsor [Member] | Financing And Acquisition Plans [Member] | Subsequent Event [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from issuance on promissory notes | $ 500,000 | ||||
IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of units to be issued | 22,500,000 | ||||
Share price per share | $ 10 | $ 10 | |||
Proceeds from issuance of initial public offering | $ 258,750,000 | $ 225,000,000 | |||
Sale of stock, description | the sale of the Private Units was placed in a Trust Account, which will be held as cash or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account. | ||||
IPO [Member] | Amended And Restated Certificate Of Incorporation [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business combination description | The Company will have until 24 months from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve an amendment to the Amended and Restated Certificate of Incorporation to extend this date, 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 (which interest shall be net of taxes payable, and 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), subject to applicable law, 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, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. | ||||
IPO [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
[custom:OverallotmentUnitsGranted] | 3,375,000 | ||||
Private Placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of units to be issued | 600,000 | ||||
Share price per share | $ 10 | ||||
Proceeds from issuance of private placement | $ 6,000,000 | ||||
Private Placement [Member] | Underwriters [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of units to be issued | 67,500 | ||||
Proceeds from issuance of private placement | $ 675,000 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Affiliate, Collateralized Security [Line Items] | |||
Interest earned on marketable securities held in Trust Account | $ 9,255 | $ 16,791 | |
Less: interest available to be withdrawn for payment of taxes | (9,255) | (16,791) | |
Net income allocable to shares subject to possible redemption | |||
Basic and diluted weighted average shares outstanding | 25,438,884 | 18,966,258 | |
Basic and diluted net income per share | 0 | 0 | |
Net Loss | $ (539,676) | $ 302,343 | $ (237,333) |
Basic and diluted weighted average shares outstanding, common stock | 7,722,366 | 7,411,263 | |
Basic and diluted net loss per share, common stock | $ (0.07) | $ (0.03) | |
Non Redeemable Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Net income allocable to shares subject to possible redemption | |||
Net Loss | (539,676) | (237,333) | |
Non-Redeemable Net Loss | $ (539,676) | $ (237,333) | |
Basic and diluted weighted average shares outstanding, common stock | 7,722,366 | 7,411,263 | |
Basic and diluted net loss per share, common stock | $ (0.07) | $ (0.03) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Assets held in trust account | $ 258,766,781 | $ 258,766,781 |
FDIC insured amount | $ 250,000 | $ 250,000 |
Common stock subject to possible redemption, shares | shares | 25,384,917 | 25,384,917 |
Interest Income, Other | $ 9,255 | $ 16,791 |
Warrant [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Units | shares | 667,500 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Feb. 24, 2021 | Feb. 16, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Holder [Member] | Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants exercise price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units | 22,500,000 | ||
Sale of stock, per share | $ 10 | ||
Stock unit description | Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”). | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Value of stock held in trust account | $ 258,750,000 | ||
Over-Allotment Option [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of options exercised | 3,375,000 |
Private Units (Details Narrativ
Private Units (Details Narrative) - Private Placement [Member] - USD ($) | Feb. 24, 2021 | Feb. 16, 2021 |
Sponsor [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Sale of stock, shares | 600,000 | |
Sale of stock, per share | $ 10 | |
Sale of stock, value | $ 6,000,000 | |
Number of options exercised | 67,500 | |
Underwriters [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Proceeds from Stock Options Exercised | $ 675,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 24, 2021 | Dec. 16, 2020 | Nov. 24, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Aug. 31, 2021 |
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 258,750,000 | ||||||
Common stock shares subject to forfeiture | 25,438,884 | 18,966,258 | |||||
Common Stock, Dividends, Per Share, Declared | $ 0.125 | ||||||
Promissory Note [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, principal amount | $ 200,000 | ||||||
Debt Instrument, Description | The Promissory Note is non-interest bearing and payable on the earliest of (i) April 30, 2021, (iii) the consummation of the IPO or (ii) the date on which the Company determines not to proceed with the IPO. | ||||||
Proceeds from Issuance of Debt | $ 175,551 | ||||||
Related Party Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion of convertible debt | $ 1,500,000 | ||||||
Debt conversion price per share | $ 10 | $ 10 | |||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 6,468,750 | ||||||
Common stock shares subject to forfeiture | 843,750 | 750,000 | |||||
Sponsor [Member] | Promissory Note [Member] | Related Party [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, principal amount | $ 500,000 | ||||||
Underwriters [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares subject to forfeiture | 843,750 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 5,750,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||
[custom:StokckIssuedAndOutstandingPercentage-0] | 20.00% |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | Feb. 24, 2021 | Feb. 16, 2021 | Jun. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gross proceeds of proposed public offering | $ 253,575,000 | ||
IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gross proceeds of proposed public offering | $ 258,750,000 | $ 225,000,000 | |
Underwriting Agreement [Member] | Underwriters [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,375,000 | ||
Common Stock Held in Trust | $ 33,750,000 | ||
Cash underwriting discount, percentage | 2.00% | ||
Gross proceeds of proposed public offering | $ 5,175,000 | ||
Underwriting Agreement [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
[custom:UnderwritingAgreementDescription] | The underwriters have a 45-day option beginning February 16, 2021 to purchase up to an additional 3,375,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts. On February 24, 2021, the underwriters purchased an additional 3,375,000 units to exercise its over-allotment option in full. The proceeds of $33,750,000 from the over-allotment was deposited in the Trust Account after deducting the underwriting discounts. | ||
Number of over-allotment option | 3,375,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Feb. 24, 2021 | Dec. 16, 2020 | Nov. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.125 | |||||
Weighted average shares outstanding, Common stock subject to possible redemption | 25,438,884 | 18,966,258 | ||||
Common Stock, Shares, Outstanding | 7,776,333 | 7,776,333 | 6,468,750 | |||
Common stock subject to possible redemption, shares | 25,384,917 | 25,384,917 | ||||
Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant exercisable description | if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders; | |||||
Public Warrants [Member] | Warrant Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant exercisable description | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 Sponsor or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities. | |||||
Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 6,468,750 | |||||
Weighted average shares outstanding, Common stock subject to possible redemption | 843,750 | 750,000 | ||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Weighted average shares outstanding, Common stock subject to possible redemption | 843,750 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) | Jun. 30, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mutual Funds held in Trust Account | $ 258,766,781 |
Warrant liabilities | (464,741) |
Fair Value, Net Asset (Liability) | 258,302,040 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mutual Funds held in Trust Account | 258,766,781 |
Warrant liabilities | |
Fair Value, Net Asset (Liability) | 258,766,781 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mutual Funds held in Trust Account | |
Warrant liabilities | |
Fair Value, Net Asset (Liability) | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mutual Funds held in Trust Account | |
Warrant liabilities | (464,741) |
Fair Value, Net Asset (Liability) | $ (464,741) |
Schedule of Fair Value Input Me
Schedule of Fair Value Input Measurement (Details) | Feb. 16, 2021$ / shares | Jun. 30, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Srock price | $ 9.01 | $ 9.64 |
Strike price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 6 years 3 months 7 days | 5 years 9 months 14 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 24.1 | 15.6 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 0.86 | 1 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 0 | 0 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value as of March 31, 2021 | $ 311,776 | |
Initial measurement on February 16, 2021 | 666,643 | |
Change in valuation inputs or other assumptions | 152,965 | (354,867) |
Fair value as of June 30, 2021 | $ 464,741 | $ 311,776 |