Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Entity Central Index Key | 0001837997 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Isleworth Healthcare Acquisition Corp. | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Local Phone Number | 245-0146 | |
City Area Code | 727 | |
Entity Address, Postal Zip Code | 33716 | |
Entity Tax Identification Number | 86-1216057 | |
Entity Address, Address Line One | 360 Central Avenue, First Central Tower, Suite 800, | |
Entity Address, City or Town | St. Petersburg | |
Entity File Number | 001-40104 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ISLE | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Address, State or Province | FL | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 26,191,250 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | |
Trading Symbol | ISLEW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 515,547 | $ 0 |
Prepaid expenses | 445,991 | |
Due from related party | 77,345 | |
Total current assets | 1,038,883 | |
Deferred offering costs | 77,251 | |
Cash and securities held in Trust Account | 207,034,075 | |
Total Assets | 208,072,958 | 77,251 |
Current liabilities: | ||
Accrued offering costs | 0 | 22,670 |
Accrued expenses | 164,600 | |
Promissory note - related party | 31,000 | |
Total current liabilities | 164,600 | 53,670 |
Warrant liability | 9,390,986 | |
Total liabilities | 9,555,586 | 53,670 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 20,700,000 shares at redemption value | 207,000,000 | |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,491,250 and 5,175,000 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 550 | 518 |
Additional paid-in capital | 0 | 24,482 |
Accumulated deficit | (8,483,178) | (1,419) |
Total Stockholders' (deficit) equity | (8,482,628) | 23,581 |
Total Liabilities and Stockholders' (Deficit) Equity | $ 208,072,958 | $ 77,251 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Shares Outstanding | 20,700,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 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 or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,491,250 | 5,175,000 |
Common Stock, Shares, Outstanding | 5,491,250 | 5,175,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating expenses: | ||
General and administrative costs | $ 198,495 | $ 591,330 |
Loss from operations | (198,495) | (591,330) |
Other income (expense) | ||
Interest income | 12,870 | 34,112 |
Warrant issuance costs | 0 | (351,044) |
Change in fair value of warrants | 2,662,160 | 4,889,776 |
Total other income | 2,675,030 | 4,572,844 |
Net income | $ 2,476,535 | $ 3,981,514 |
Basic and diluted weighted average Common Stock subject to redemption | 20,700,000 | 16,140,659 |
Basic and diluted net income per Common Stock subject to redemption | 0.09 | 0.19 |
Basic and diluted weighted average Common Stock | 5,491,250 | 5,270,838 |
Basic and diluted net income per Common Stock | $ 0.09 | $ 0.19 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Surplus(Deficit) [Member] |
Beginning balance at Dec. 31, 2020 | $ 23,581 | $ 518 | $ 24,482 | $ (1,419) |
Beginning Balance [Shares] at Dec. 31, 2020 | 5,175,000 | |||
Sale of 6,140,000 Private Placement Warrants on March 1, 2021 and March 2, 2021 through public offering and over-allotment, net of fair value of warrant liability | 765,116 | 765,116 | ||
Issuance of representative shares | 3,026,438 | $ 32 | 3,026,406 | |
Issuance of representative shares [Shares] | 316,250 | |||
Issuance of representative warrants | 434,882 | 434,882 | ||
Subsequent remeasurement under ASC 480-10-S99, restated | (16,714,159) | (4,250,886) | (12,463,273) | |
Net Income | 5,732,552 | 5,732,552 | ||
Ending balance at Mar. 31, 2021 | (6,731,590) | $ 550 | 0 | (6,732,140) |
Ending balance [Shares] at Mar. 31, 2021 | 5,491,250 | |||
Beginning balance at Dec. 31, 2020 | 23,581 | $ 518 | 24,482 | (1,419) |
Beginning Balance [Shares] at Dec. 31, 2020 | 5,175,000 | |||
Net Income | 3,981,514 | |||
Ending balance at Sep. 30, 2021 | (8,482,628) | $ 550 | 0 | (8,483,178) |
Ending balance [Shares] at Sep. 30, 2021 | 5,491,250 | |||
Beginning balance at Mar. 31, 2021 | (6,731,590) | $ 550 | 0 | (6,732,140) |
Beginning Balance [Shares] at Mar. 31, 2021 | 5,491,250 | |||
Net Income | (4,227,573) | (4,227,573) | ||
Ending balance at Jun. 30, 2021 | (10,959,163) | $ 550 | 0 | (10,959,713) |
Ending balance [Shares] at Jun. 30, 2021 | 5,491,250 | |||
Net Income | 2,476,535 | 2,476,535 | ||
Ending balance at Sep. 30, 2021 | $ (8,482,628) | $ 550 | $ 0 | $ (8,483,178) |
Ending balance [Shares] at Sep. 30, 2021 | 5,491,250 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) - shares | Mar. 02, 2021 | Mar. 01, 2021 |
Private Placement Warrants [Member] | ||
Number of units | 6,140,000 | 6,140,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net Income | $ 3,981,514 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Operating expenses paid by sponsor | 1,500 |
Interest earned on treasury securities held in Trust Account | (34,075) |
Warrant issuance costs | 351,044 |
Change in fair value of warrants | (4,889,776) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (445,991) |
Accrued expenses | 164,178 |
Net cash used in operating activities | (871,606) |
Cash Flows from Investing Activities: | |
Investment held in Trust Account | (207,000,000) |
Net cash used in investing activities | (207,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering, net of underwriting discounts paid | 202,860,000 |
Proceeds from private placement | 6,140,000 |
Repayment of promissory note to related party | (250,000) |
Payment of offering costs | (362,847) |
Net cash provided by financing activities | 208,387,153 |
Net Change in cash | 515,547 |
Cash - Beginning | 0 |
Cash - Ending | 515,547 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Fair value of representative shares | 3,026,438 |
Fair value of representative warrants | 434,882 |
Offering costs paid by Sponsor under promissory note | $ 140,156 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Isleworth Healthcare Acquisition Corp. (the “Company”) is a blank check company formed under the laws of the State of Delaware on December 15, 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”). The Company is 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from December 15, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is Isleworth Healthcare Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 18,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, pursuant to certain private placement warrant purchase agreements (the “Warrant Purchase Agreements”) the Company consummated the sale of 5,600,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor and I-Bankers (“I-Bankers”), In connection with the IPO, the underwriters were granted a 30-day I-Bankers Transaction costs of the IPO amounted to $8,159,324, consisting of $4,140,000 of cash underwriting fees, the fair value of the representative’s warrants of $434,882, the fair value of representative shares of $3,026,438 and $558,004 of other cash offering costs (Note 7). As of September 30, 2021, $515,547 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the over-allotment option, which was fully exercised, on March 1, 2021 and March 2, 2021, $207,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants has been held in a Trust Account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 may be released to the Company to pay its taxes if any, the proceeds from the IPO will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”), or (B) with respect to any other provision relating to stockholders’ rights or pre-Business The shares of Common Stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share The Company will provide its 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 Business Combination or (ii) by means of a tender offer. The decision as to whether it 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 Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its Business Combination within the Combination Period), and (iii) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it 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 the trust assets, in each case net of the interest which may be released to the Company to pay taxes, 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 and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities, including liabilities under 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 has not asked the Sponsor to reserve for such indemnification obligations, and the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. The Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with it waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Liquidity and Capital Resources As of September 30, 2021, the Company had $515,547 in its operating bank account, and working capital of $1,024,283 (excluding $150,000 of accrued franchise tax). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. If the estimate of the costs of identifying a target business, undertaking in-depth Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. 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 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement Of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should re state 480-10-S99. paid-in . In connection with the change in presentation for the Public Shares, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to redeemable and nonredeemable common stock. This presentation shows common stock with different features pro rata in the income (loss) 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 changes and has determined that the related impact was material to its previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of March 1, 2021, March 31, 2021 and June 30, 2021 and for three months ended March 31, 2021 and three months and six months June 30, 2021 should be restated because of a misapplication in the guidance around complex accounting for financial instruments and should no longer be relied upon. The Company is reporting the restatements to those periods in this Quarterly Report. Impact of the Restatement The impact of the restatement on the balance sheet as of March 1, 2021, unaudited interim condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021, and unaudited interim condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021, are presented below. The impact of the restatement on the Company’s financial statements is reflected in the following table. Balance Sheet as of March 1, 2021 as adjusted for exercise of over- 10-Q As Previously Restatement As Restated Common stock, $0.0001 par value; shares subject to possible redemption $ 189,139,827 $ 17,860,173 $ 207,000,000 Stockholders’ equity (deficit) c 726 (176 ) 550 Additional paid-in-capital 5,410,965 (5,410,965 ) — Accumulated deficit (411,690 ) (12,449,032 ) (12,860,722 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (17,860,173 ) $ (12,860,172 ) Number of shares subject to redemption 18,913,983 1,786,017 20,700,000 Balance Sheet as of March 31, 2021 (filed on June 8, 2021) As Previously Restatement As Restated Common stock, $0.0001 par value; shares subject to possible redemption $ 195,268,411 $ 11,731,589 $ 207,000,000 Stockholders’ equity (deficit) c 667 (117 ) 550 Additional paid-in-capital — — — Accumulated deficit 4,999,334 (11,731,472 ) (6,732,138 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,731,589 ) $ (6,731,588 ) Number of shares subject to redemption 19,526,841 1,173,159 20,700,000 Unaudited Statements of Operations for the three months ended As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, common stock subject to redemption 18,913,983 (12,043,983 ) 6,870,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 5,873,994 (1,051,327 ) 4,822,667 EPS - Redeemable c $ — $ 0.49 $ 0.49 EPS - Non-Redeemable c $ 0.98 $ (0.49 ) $ 0.49 Statement of Changes in Stockholders’ (Deficit) Equity for the three As Restatement As Restated Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability $ 198,094,124 $ (198,094,124 ) $ — Offering costs (7,808,281 ) 7,808,281 Common stock subject to possible redemption (195,268,411 ) 195,268,411 — Reclassification of deficit additional paid-in capital to retained earnings and subsequent remeasurement under ASC 480-10-S99 paid-in 731,799 (4,982,685 ) (4,250,886 ) Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit $ — $ (12,463,273 ) $ (12,463,273 ) Balance Sheet as of June 30, 2021 (filed on August 24, 2021) As P Restatement As R Common stock, $0.0001 par value; shares subject to possible redemption $ 191,040,831 $ 15,959,169 $ 207,000,000 Stockholders’ equity (deficit) Common stock - $0.0001 par value 709 (159 ) 550 Additional paid-in-capital 4,227,538 (4,227,538 ) — Accumulated deficit 771,761 (11,731,472 ) (10,959,711 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (15,959,169 ) $ (10,959,161 ) Number of shares subject to redemption 19,104,083 1,595,917 20,700,000 Unaudited Statements of Operations for the three and six months ended As Restatement As Restated Three months Basic and diluted weighted average shares outstanding, common stock subject to redemption 19,526,841 1,173,159 20,700,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 7,087,167 (1,595,917 ) 5,491,250 EPS - Redeemable c $ — $ (0.16 ) $ (0.16 ) EPS - Non-Redeemable c $ (0.60 ) $ 0.44 $ (0.16 ) Six months Basic and diluted weighted average shares outstanding, common stock subject to redemption 19,353,703 (5,530,499 ) 13,823,204 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 6,271,385 (1,112,580 ) 5,158,805 EPS - Redeemable c $ — $ 0.08 $ 0.08 EPS - Non-Redeemable c $ 0.24 $ (0.16 ) $ 0.08 Statement of Changes In Shareholders’ Equity (Deficit) for the three As Previously Restatement As Restated Remeasurement of common st ock $ 4,227,580 $ (4,227,580 ) $ — |
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 (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. 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 interim results for the three 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 interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on February 26, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $363 included in the Trust Account as of September 30, 2021. Investment Held in Trust Account As of September 30, 2021, investment in the Company’s Trust Account consisted of $363 in money market fund and $207,033,052 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on March 3, 2022. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity value Amortized Cost Gross Gross Fair Value as of U.S. Money Market $ 363 $ $ — $ 363 U.S. Treasury Securities 207,033,712 4,943 — 207,038,655 $ 207,034,075 $ 4,943 $ — $ 207,039,018 A decline in the market value of held-to-maturity securities to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security 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. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption 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 are classified as stockholders’ equity. The Company’s common stock issued in the IPO contains certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,700,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company allocates the offering costs between common stock and public warrants using relative fair value method, the offering costs allocated to the public warrants will be expensed immediately and offering costs associated with equity components will be charged to temporary equity. Accordingly, as of September 30, 2021, the Company incurred offering costs in the aggregate of $ of which $ have been charged to temporary equity and $ was allocated to the public warrants and was expensed immediately. 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. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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 is re-assessed at Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash Net Income (Loss) Per Common Share Net income (loss) per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate. Redeemable Common Stock Non-Redeemable Common Stock For the three months ended Sept 30, 2021 Allocation of net income including common stock subject to redemption outstanding $ 1,957,305 $ 519,230 Weighted Average Common Stock 20,700,000 5,491,250 Basic and Diluted net income per share $ 0.09 $ 0.09 For the nine months ended Sept 30, 2021 Allocation of net income including common stock subject to possible redemption $ 3,001,390 $ 980,124 Weighted Average Common Stock 16,140,659 5,270,838 Basic and Diluted net income per share $ 0.19 $ 0.19 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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends if-converted instruments. ASU 2020-06 is that ASU 2020-06 would 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 [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering On March 1, 2021, the Company sold 18,000,000 Units, at a purchase price of $10.00 per Unit. On March 2, 2021, the underwriters purchased an additional 2,700,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per warrant, generating gross proceeds of $27,000,000. Each Unit consists of one share of common stock and one-half of All of the 20,700,000 shares of 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 Business Combination and in connection with certain amendments to the Company’s 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, 470-20. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of September 30, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from public issuance $ 207,000,000 Less: Proceeds allocated to public warrants (8,905,878 ) Redeemable common stock issuance costs (7,808,281 ) Plus: Accretion of carrying value to redemption value 16,714,159 Contingently redeemable common stock $ 207,000,000 |
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 and I-Bankers Securities, Inc. (“I-Bankers”) purchased an were purchased by I-Bankers. Simultaneously with the closing of the over-allotment option, pursuant to certain Warrant Purchase Agreements, the Company completed the private sale of an aggregate of an additional 540,000 Private Placement Warrants to the Sponsor and I-Bankers I-Bankers. The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the IPO, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of 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 December 31, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Common Stock, par value $0.0001 (the “Founder Shares”). In January 2021, the Company granted 30,000 founder shares each to three independent directors, and increased to 36,000 each after a 1.2-for-1 stock dividend (see below) or a total of 108,000 Founder Shares (the “Director Shares”). The Director Shares are identical to the Founder Shares. The On February 24, 2021, as part of an upsizing of the IPO, the Company effected a 1.2-for-1 With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s initial stockholders, each of whom will be subject to the same transfer restrictions) until the earlier of one year after the completion of our initial Business Combination or earlier if, (x) subsequent to the initial Business Combination, the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “lock-up”). Promissory Note — Related Party On December 29, 2020, the Sponsor agreed to loan the Company up to $600,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of Working Capital Loans may be, at the option of the lender, convertible into warrants at a price of $1.00 per warrant of the post Business Combination entity. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the initial stockholders or an affiliate of the initial stockholders or certain officers and directors as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At September 30, 2021 and December 31, 2020, no such Working Capital Loans were outstanding. Administrative Service Fee On February 24, 2021, the Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of one of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. The Company incurred $35,000 and $15,000 in expenses in connection with such services for the period from February 24, 2021 to September 30, 2021 and for the three months ended September 30, 2021, 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 Rights The holders of the Founder Shares, the Private Placement Warrants (and underlying securities) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the closing date of the IPO requiring the Company to register such securities 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 with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period described above. Underwriters Agreement The underwriters had a 30-day option beginning March 1,2021 On March 2, 2021, the underwriters purchased an additional 2,700,000 units to exercise its over-allotment option in full. The proceeds of $27,000,000 from the over-allotment was deposited in the Trust Account. On March 2, 2021, the Company paid additional underwriting discount of $540,000. Business Combination Marketing Agreement The Company has engaged I-Bankers as an advisor Company will pay I-Bankers a cash fee Representative Shares Upon closing of IPO and exercise of over-allotment in full, the Company issued to I-Bankers The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period 180 180 subject to the lock-up restriction above for Representative Warrants Upon closing of IPO and exercise of over-allotment in full, the Company agreed to grant to I-Bankers 569,250 12.00 6,831,000 the contrary, I-Bankers has agreed The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of February 24, 2021 and the closing of initial business combination and terminating on the fifth anniversary of such effectiveness date. The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for a 180 180 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability [Abstract] | |
Warrant Liability | Note 8 — Warrant Liability The Company has outstanding warrants to purchase an aggregate of 16,490,000 shares of the Company’s common stock issued in connection with the Initial Public Offering and the Private Placement (including warrants issued in connection with the consummation of the Over-allotment). Each whole warrant entitles the holder to purchase one Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time on the later of 30 days after the completion of an initial Business Combination or 12 months from the closing of the IPO. The warrants will expire on the fifth The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective, a registration statement relating to the shares of Common Stock issuable upon exercise of the warrants 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. Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, but will use its best efforts to 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 warrants for redemption: • 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 (the “30-day redemption period”) to • if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 18.00 20 days within a 30-trading day period ending 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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, initial stockholders 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 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 our Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 above 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 warrant agreement contains an Alternative Issuance provision that if less than 70 the ten-trading day The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at such re-measurement, the three months and $ 2,662,160 and , respectively, The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 1, 2021, as adjusted for over-allotment $ 14,280,762 Change in fair value of warrant liabilities (4,889,776 ) Warrant liabilities at September 30, 2021 $ 9,390,986 The estimated fair value of the warrant liability at March 1, 2021, was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public 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 The Underwriter warrants were not determined to be derivative liabilities and only valued at issuance. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There was no transfer to/from Levels 1, 2 and 3 during the three months ended September 30, 2021. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement during the three months ended March 31, 2021 was $4,828,275, which was determined based on then trading price. The Private Warrants were valued with Level 3 fair value measurement inputs as of September 30, 2021. The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021 and March 1, 2021 (date of issuance): September 30, March 1, Exercise price $ 11.50 $ 11.50 Share price $ 9.83 $ 9.57 Volatility 10.1 % 14.1 % Expected life of the options to convert 5.82 6.38 Risk-free rate 1.12 % 0.99 % Dividend yield — % — % Likelihood of completing a business combination 95 % 95 % |
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 on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability - Public Warrants $ 5,692,500 $ 5,692,500 $ — $ — Warrant liability – Private Warrants 3,698,486 3,698,486 $ 9,390,986 $ 5,692,500 $ — $ 3,698,486 |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 10 — Stockholder’s Equity Preferred Stock Common Stock |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (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 (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. 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 interim results for the three 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 interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus filed by the Company with the SEC on February 26, 2021 which contains the audited financial statements as of December 31, 2020 and notes thereto. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $363 included in the Trust Account as of September 30, 2021. |
Investment Held in Trust Account | Investment Held in Trust Account As of September 30, 2021, investment in the Company’s Trust Account consisted of $363 in money market fund and $207,033,052 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on March 3, 2022. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity value Amortized Cost Gross Gross Fair Value as of U.S. Money Market $ 363 $ $ — $ 363 U.S. Treasury Securities 207,033,712 4,943 — 207,038,655 $ 207,034,075 $ 4,943 $ — $ 207,039,018 A decline in the market value of held-to-maturity securities to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security |
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. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption 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 are classified as stockholders’ equity. The Company’s common stock issued in the IPO contains certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 20,700,000 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
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 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. The Company allocates the offering costs between common stock and public warrants using relative fair value method, the offering costs allocated to the public warrants will be expensed immediately and offering costs associated with equity components will be charged to temporary equity. Accordingly, as of September 30, 2021, the Company incurred offering costs in the aggregate of $ of which $ have been charged to temporary equity and $ was allocated to the public warrants and was expensed immediately. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative 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 is re-assessed at Derivative assets and liabilities are classified on the balance sheet as current or non-current net-cash |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 17,059,250 shares of common stock in the aggregate. Redeemable Common Stock Non-Redeemable Common Stock For the three months ended Sept 30, 2021 Allocation of net income including common stock subject to redemption outstanding $ 1,957,305 $ 519,230 Weighted Average Common Stock 20,700,000 5,491,250 Basic and Diluted net income per share $ 0.09 $ 0.09 For the nine months ended Sept 30, 2021 Allocation of net income including common stock subject to possible redemption $ 3,001,390 $ 980,124 Weighted Average Common Stock 16,140,659 5,270,838 Basic and Diluted net income per share $ 0.19 $ 0.19 |
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 September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, (Subtopic 470-20) (Subtopic 815-40) (“ASU 2020-06”) instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends if-converted instruments. ASU 2020-06 is that ASU 2020-06 would 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 | |
Prior Period Adjustment [Abstract] | |
Summary Of Revision Of Previously Issued Financial Statements | Balance Sheet as of March 1, 2021 as adjusted for exercise of over- 10-Q As Previously Restatement As Restated Common stock, $0.0001 par value; shares subject to possible redemption $ 189,139,827 $ 17,860,173 $ 207,000,000 Stockholders’ equity (deficit) c 726 (176 ) 550 Additional paid-in-capital 5,410,965 (5,410,965 ) — Accumulated deficit (411,690 ) (12,449,032 ) (12,860,722 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (17,860,173 ) $ (12,860,172 ) Number of shares subject to redemption 18,913,983 1,786,017 20,700,000 Balance Sheet as of March 31, 2021 (filed on June 8, 2021) As Previously Restatement As Restated Common stock, $0.0001 par value; shares subject to possible redemption $ 195,268,411 $ 11,731,589 $ 207,000,000 Stockholders’ equity (deficit) c 667 (117 ) 550 Additional paid-in-capital — — — Accumulated deficit 4,999,334 (11,731,472 ) (6,732,138 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,731,589 ) $ (6,731,588 ) Number of shares subject to redemption 19,526,841 1,173,159 20,700,000 Unaudited Statements of Operations for the three months ended As Reported Restatement As Restated Basic and diluted weighted average shares outstanding, common stock subject to redemption 18,913,983 (12,043,983 ) 6,870,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 5,873,994 (1,051,327 ) 4,822,667 EPS - Redeemable c $ — $ 0.49 $ 0.49 EPS - Non-Redeemable c $ 0.98 $ (0.49 ) $ 0.49 Statement of Changes in Stockholders’ (Deficit) Equity for the three As Restatement As Restated Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability $ 198,094,124 $ (198,094,124 ) $ — Offering costs (7,808,281 ) 7,808,281 Common stock subject to possible redemption (195,268,411 ) 195,268,411 — Reclassification of deficit additional paid-in capital to retained earnings and subsequent remeasurement under ASC 480-10-S99 paid-in 731,799 (4,982,685 ) (4,250,886 ) Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit $ — $ (12,463,273 ) $ (12,463,273 ) Balance Sheet as of June 30, 2021 (filed on August 24, 2021) As P Restatement As R Common stock, $0.0001 par value; shares subject to possible redemption $ 191,040,831 $ 15,959,169 $ 207,000,000 Stockholders’ equity (deficit) Common stock - $0.0001 par value 709 (159 ) 550 Additional paid-in-capital 4,227,538 (4,227,538 ) — Accumulated deficit 771,761 (11,731,472 ) (10,959,711 ) Total stockholders’ equity (deficit) $ 5,000,008 $ (15,959,169 ) $ (10,959,161 ) Number of shares subject to redemption 19,104,083 1,595,917 20,700,000 Unaudited Statements of Operations for the three and six months ended As Restatement As Restated Three months Basic and diluted weighted average shares outstanding, common stock subject to redemption 19,526,841 1,173,159 20,700,000 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 7,087,167 (1,595,917 ) 5,491,250 EPS - Redeemable c $ — $ (0.16 ) $ (0.16 ) EPS - Non-Redeemable c $ (0.60 ) $ 0.44 $ (0.16 ) Six months Basic and diluted weighted average shares outstanding, common stock subject to redemption 19,353,703 (5,530,499 ) 13,823,204 Basic and diluted weighted average shares outstanding, common stock not subject to redemption 6,271,385 (1,112,580 ) 5,158,805 EPS - Redeemable c $ — $ 0.08 $ 0.08 EPS - Non-Redeemable c $ 0.24 $ (0.16 ) $ 0.08 Statement of Changes In Shareholders’ Equity (Deficit) for the three As Previously Restatement As Restated Remeasurement of common st ock $ 4,227,580 $ (4,227,580 ) $ — |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of gross unrealized holding gain and fair value of held to maturity securities | Amortized Cost Gross Gross Fair Value as of U.S. Money Market $ 363 $ $ — $ 363 U.S. Treasury Securities 207,033,712 4,943 — 207,038,655 $ 207,034,075 $ 4,943 $ — $ 207,039,018 |
Summary of basic and diluted loss per share of common stock | Redeemable Common Stock Non-Redeemable Common Stock For the three months ended Sept 30, 2021 Allocation of net income including common stock subject to redemption outstanding $ 1,957,305 $ 519,230 Weighted Average Common Stock 20,700,000 5,491,250 Basic and Diluted net income per share $ 0.09 $ 0.09 For the nine months ended Sept 30, 2021 Allocation of net income including common stock subject to possible redemption $ 3,001,390 $ 980,124 Weighted Average Common Stock 16,140,659 5,270,838 Basic and Diluted net income per share $ 0.19 $ 0.19 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Schedule of Reconciliation of Ordinary Shares Subject to Possible Redemption | As of September 30, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from public issuance $ 207,000,000 Less: Proceeds allocated to public warrants (8,905,878 ) Redeemable common stock issuance costs (7,808,281 ) Plus: Accretion of carrying value to redemption value 16,714,159 Contingently redeemable common stock $ 207,000,000 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability [Abstract] | |
Summary of Change in Fair Value of the Warrant Liabilities | The change in fair value of the warrant liabilities is summarized as follows: Warrant liability at March 1, 2021, as adjusted for over-allotment $ 14,280,762 Change in fair value of warrant liabilities (4,889,776 ) Warrant liabilities at September 30, 2021 $ 9,390,986 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements as of September 30, 2021 and March 1, 2021 (date of issuance): September 30, March 1, Exercise price $ 11.50 $ 11.50 Share price $ 9.83 $ 9.57 Volatility 10.1 % 14.1 % Expected life of the options to convert 5.82 6.38 Risk-free rate 1.12 % 0.99 % Dividend yield — % — % Likelihood of completing a business combination 95 % 95 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability - Public Warrants $ 5,692,500 $ 5,692,500 $ — $ — Warrant liability – Private Warrants 3,698,486 3,698,486 $ 9,390,986 $ 5,692,500 $ — $ 3,698,486 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Stock Issued During Period, Shares, New Issues | 18,000,000 | ||||
Sale of stock, price per share | $ 10 | ||||
Interest paid on dissolution expenses | $ 100,000 | ||||
Amount held in trust account, anticipated price per share | $ 10 | ||||
Operating bank account | $ 515,547 | ||||
Working capital | 1,024,283 | ||||
Accrued Franchise Tax | 150,000 | ||||
Additional proceeds from issuance of stock | 202,860,000 | ||||
Proceeds from issuance of warrants | $ 540,000 | $ 5,600,000 | $ 5,600,000 | ||
Class of warrant or right, exercise price of warrants or rights | $ 1 | $ 1 | $ 1 | ||
State of incorporation | DE | ||||
Date of incorporation | Dec. 15, 2020 | ||||
Number of warrants issued | 540,000 | 5,600,000 | |||
Class of warrant or right, value | $ 540,000 | $ 5,600,000 | $ 5,600,000 | ||
Number of shares entitlement per warrant | 540,000 | 5,600,000 | |||
Exercise price of warrants | $ 1 | $ 1 | $ 1 | ||
Cash | $ 515,547 | $ 0 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||
Business combination period | 18 months | ||||
Sponsor [Member] | |||||
sponser name | Isleworth Healthcare Sponsor I, LLC | ||||
State of incorporation | DE | ||||
Money Market Funds [Member] | |||||
Investments maturity term | 185 days | ||||
IPO [Member] | |||||
Cash offering costs | $ 558,004 | ||||
Underwriting discount | 4,140,000 | ||||
Fair value of warrants | 434,882 | ||||
Fair value of shares | 3,026,438 | ||||
Stock Issuance Costs | $ 8,159,324 | ||||
Over-Allotment Option [Member] | |||||
Stock Issued During Period, Shares, New Issues | 2,700,000 | 2,700,000 | |||
Sale of stock, price per share | $ 10 | ||||
Gross proceeds from initial public offering | $ 27,000,000 | ||||
Threshold limit of option granted to exercise additional shares | 30 days | ||||
Additional proceeds from issuance of stock | $ 27,000,000 | ||||
Common Stock [Member] | IPO [Member] | |||||
Sale of stock, price per share | $ 10 | ||||
Gross proceeds from initial public offering | $ 180,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary Of Revision Of Previously Issued Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, $0.0001 par value; shares subject to possible redemption | $ 207,000,000 | $ 207,000,000 | |||||
Stockholders' equity (deficit) common stock - $0.0001 par value | 550 | 550 | $ 518 | ||||
Additional paid-in-capital | 0 | 0 | 24,482 | ||||
Accumulated deficit | (8,483,178) | (8,483,178) | (1,419) | ||||
Total Stockholders' (deficit) equity | $ (8,482,628) | $ (10,959,163) | $ (6,731,590) | $ (10,959,163) | $ (8,482,628) | $ 23,581 | |
Basic and diluted weighted average shares outstanding | 5,491,250 | 5,270,838 | |||||
EPS | $ 0.09 | $ 0.19 | |||||
Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability | 765,116 | ||||||
Offering costs | $ (7,808,281) | ||||||
Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit | (16,714,159) | ||||||
Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 20,700,000 | 16,140,659 | |||||
EPS | $ 0.09 | $ 0.19 | |||||
Non Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 5,491,250 | 5,270,838 | |||||
EPS | $ 0.09 | $ 0.19 | |||||
As Previously Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, $0.0001 par value; shares subject to possible redemption | 191,040,831 | 195,268,411 | 191,040,831 | $ 189,139,827 | |||
Stockholders' equity (deficit) common stock - $0.0001 par value | 709 | 667 | 709 | 726 | |||
Additional paid-in-capital | 4,227,538 | 0 | 4,227,538 | 5,410,965 | |||
Accumulated deficit | 771,761 | 4,999,334 | 771,761 | (411,690) | |||
Total Stockholders' (deficit) equity | $ 5,000,008 | $ 5,000,001 | $ 5,000,008 | $ 5,000,001 | |||
Number of shares subject to redemption | 19,104,083 | 19,526,841 | 19,104,083 | 18,913,983 | |||
Remeasurement of common stock subject to possible redemption | $ 4,227,580 | ||||||
Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability | $ 198,094,124 | ||||||
Offering costs | (7,808,281) | ||||||
Common stock subject to possible redemption | (195,268,411) | ||||||
Reclassification of deficit additional paid-in capital to retained earnings and subsequent remeasurement under ASC 480-10-S99 against additional paid-in capital | 731,799 | ||||||
Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit | $ 0 | ||||||
As Previously Reported [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 19,526,841 | 18,913,983 | 19,353,703 | ||||
EPS | $ 0 | $ 0 | $ 0 | ||||
As Previously Reported [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 7,087,167 | 5,873,994 | 6,271,385 | ||||
EPS | $ (0.60) | $ 0.98 | $ 0.24 | ||||
Revision Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, $0.0001 par value; shares subject to possible redemption | $ 15,959,169 | $ 11,731,589 | $ 15,959,169 | $ 17,860,173 | |||
Stockholders' equity (deficit) common stock - $0.0001 par value | (159) | (117) | (159) | (176) | |||
Additional paid-in-capital | (4,227,538) | 0 | (4,227,538) | (5,410,965) | |||
Accumulated deficit | (11,731,472) | (11,731,472) | (11,731,472) | (12,449,032) | |||
Total Stockholders' (deficit) equity | $ (15,959,169) | $ (11,731,589) | $ (15,959,169) | $ (17,860,173) | |||
Number of shares subject to redemption | 1,595,917 | 1,173,159 | 1,595,917 | 1,786,017 | |||
Remeasurement of common stock subject to possible redemption | $ (4,227,580) | ||||||
Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability | $ (198,094,124) | ||||||
Offering costs | 7,808,281 | ||||||
Common stock subject to possible redemption | 195,268,411 | ||||||
Reclassification of deficit additional paid-in capital to retained earnings and subsequent remeasurement under ASC 480-10-S99 against additional paid-in capital | (4,982,685) | ||||||
Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit | $ (12,463,273) | ||||||
Revision Adjustment [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 1,173,159 | (12,043,983) | (5,530,499) | ||||
EPS | $ (0.16) | $ 0.49 | $ 0.08 | ||||
Revision Adjustment [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | (1,595,917) | (1,051,327) | (1,112,580) | ||||
EPS | $ 0.44 | $ (0.49) | $ (0.16) | ||||
As Revised [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, $0.0001 par value; shares subject to possible redemption | $ 207,000,000 | $ 207,000,000 | $ 207,000,000 | $ 207,000,000 | |||
Stockholders' equity (deficit) common stock - $0.0001 par value | 550 | 550 | 550 | 550 | |||
Additional paid-in-capital | 0 | 0 | 0 | 0 | |||
Accumulated deficit | (10,959,711) | (6,732,138) | (10,959,711) | (12,860,722) | |||
Total Stockholders' (deficit) equity | $ (10,959,161) | $ (6,731,588) | $ (10,959,161) | $ (12,860,172) | |||
Number of shares subject to redemption | 20,700,000 | 20,700,000 | 20,700,000 | 20,700,000 | |||
Remeasurement of common stock subject to possible redemption | $ 0 | ||||||
Sale of 20,700,000 Units through public offering and over-allotment, net of fair value of warrant liability | $ 0 | ||||||
Common stock subject to possible redemption | 0 | ||||||
Reclassification of deficit additional paid-in capital to retained earnings and subsequent remeasurement under ASC 480-10-S99 against additional paid-in capital | (4,250,886) | ||||||
Subsequent remeasurement under ASC 480-10-S99 against accumulated deficit | $ (12,463,273) | ||||||
As Revised [Member] | Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 20,700,000 | 6,870,000 | 13,823,204 | ||||
EPS | $ (0.16) | $ 0.49 | $ 0.08 | ||||
As Revised [Member] | Non Redeemable Common Stock [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 5,491,250 | 4,822,667 | 5,158,805 | ||||
EPS | $ (0.16) | $ 0.49 | $ 0.08 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Sep. 30, 2021USD ($)$ / shares |
Restatement [Abstract] | |
Temporary equity redemption price per share | $ / shares | $ 10 |
Minimum tangible net worth required for compliance | $ | $ 5,000,001 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of gross unrealized holding gain and fair value of held to maturity securities (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | $ 207,034,075 |
Gross Unrealized Gains | 4,943 |
Gross Unrealized Losses | 0 |
Fair Value as of September 30, 2021 | 207,039,018 |
U.S. Money Market [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | 363 |
Gross Unrealized Losses | 0 |
Fair Value as of September 30, 2021 | 363 |
U.S. Treasury Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | 207,033,712 |
Gross Unrealized Gains | 4,943 |
Gross Unrealized Losses | 0 |
Fair Value as of September 30, 2021 | $ 207,038,655 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of basic and diluted loss per share of common stock (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income including common stock subject to redemption outstanding | $ 2,476,535 | $ (4,227,573) | $ 5,732,552 | $ 3,981,514 |
Weighted Average Common Stock | 5,491,250 | 5,270,838 | ||
Basic and Diluted net income per share | $ 0.09 | $ 0.19 | ||
Redeemable Common Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income including common stock subject to redemption outstanding | $ 1,957,305 | $ 3,001,390 | ||
Weighted Average Common Stock | 20,700,000 | 16,140,659 | ||
Basic and Diluted net income per share | $ 0.09 | $ 0.19 | ||
Non Redeemable Common Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Allocation of net income including common stock subject to redemption outstanding | $ 519,230 | $ 980,124 | ||
Weighted Average Common Stock | 5,491,250 | 5,270,838 | ||
Basic and Diluted net income per share | $ 0.09 | $ 0.19 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 515,547 | $ 515,547 | $ 0 |
Cash held in trust account | 363 | 363 | |
Federal depository insurance coverage amount | 250,000 | 250,000 | |
Unrecognized tax benefits | 0 | 0 | |
Warrant issuance costs | $ 0 | $ 351,044 | |
Number of common stock converted by warrant exercise | 17,059,250 | 17,059,250 | |
Common stock subject to possible redemption [Shares] | 20,700,000 | ||
Offering cost | $ 8,159,324 | ||
Stock issued related cost | $ 7,808,281 | ||
Debt conversion converted instrument term | 12 months | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | |
US Treasury Securities [Member] | |||
Cash and cash equivalents | 207,033,052 | 207,033,052 | |
Public Warrants [Member] | |||
Warrant issuance costs | 351,044 | ||
Trust Account [Member] | |||
Cash held in trust account | $ 363 | $ 363 |
Initial Public Offering - Sched
Initial Public Offering - Schedule of Reconciliation of Ordinary Shares Subject to Possible Redemption (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Less: | |
Proceeds allocated to public warrants | $ (8,905,878) |
Redeemable common stock issuance costs | (7,808,281) |
Plus: | |
Accretion of carrying value to redemption value | 16,714,159 |
Class A Ordinary Shares Subject To Redemption [Member] | |
Ordinary Shares Subject To Possible Redemption [Line Items] | |
Gross proceeds from public issuance | 207,000,000 |
Plus: | |
Contingently redeemable common stock | $ 207,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 01, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Stock shares issued during the period | 18,000,000 | |||
Sale of stock issue price per share | $ 10 | |||
Number of shares entitlement per warrant | 540,000 | 5,600,000 | ||
Additional public share issued under forward purchase agreement, shares | 2,700,000 | |||
Shares issued, price per share | $ 10 | |||
Additional proceeds from issuance of stock | $ 202,860,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Stock shares issued during the period | 20,700,000 | |||
Over-Allotment Option [Member] | ||||
Stock shares issued during the period | 2,700,000 | 2,700,000 | ||
Sale of stock issue price per share | $ 10 | |||
Additional proceeds from issuance of stock | $ 27,000,000 | |||
Public Warrants [Member] | ||||
Number of shares entitlement per warrant | 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 01, 2021 | Sep. 30, 2021 |
Number of warrants issued | 540,000 | 5,600,000 | |
Class of warrant or right, exercise price of warrants or rights | $ 1 | $ 1 | $ 1 |
Class of Warrant or Right, Value | $ 540,000 | $ 5,600,000 | $ 5,600,000 |
Proceeds from private placement | $ 6,140,000 | ||
Sponsor [Member] | Over-Allotment Option [Member] | |||
Number of warrants issued | 432,000 | ||
I-Bankers [Member] | Over-Allotment Option [Member] | |||
Number of warrants issued | 108,000 | ||
Private Placement Warrants [Member] | |||
Number of warrants issued | 5,600,000 | ||
Class of warrant or right, exercise price of warrants or rights | $ 1 | ||
Private Placement Warrants [Member] | I-Bankers [Member] | |||
Number of warrants issued | 1,120,000 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Number of warrants issued | 4,480,000 | ||
Private Placement Warrants [Member] | Isleworth Healthcare Sponsor [Member] | |||
Class of warrants and rights issued during the period | 540,000 | ||
Class of warrants and rights issued, price per warrant | $ 1 | ||
Proceeds from private placement | $ 540,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 01, 2021 | Feb. 24, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 29, 2020 |
Sale of stock, price per share | $ 10 | |||||||
Stock shares issued during the period | 18,000,000 | |||||||
Shares outstanding | 5,491,250 | 5,491,250 | 5,175,000 | |||||
Sale price of the common stock equals or exceeds | $ 12 | |||||||
Debt conversion, warrants issued | $ 1,500,000 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1 | $ 1 | $ 1 | $ 1 | ||||
Working loans outstanding | $ 0 | $ 0 | $ 0 | |||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 15,000 | 35,000 | ||||||
IPO [Member] | ||||||||
offering expenses | 250,000 | |||||||
Office space, utilities, secretarial support and other administrative and consulting services [Member] | ||||||||
Related party transaction amounts of transaction per month | $ 5,000 | |||||||
Promissory Note [Member] | ||||||||
Debt instrument face amount | $ 0 | $ 0 | 31,000 | |||||
Founder Shares [Member] | ||||||||
Total number of trading days for determining the share price | 30 days | |||||||
Waiting time after which share price is considered | 150 days | |||||||
Founder Shares [Member] | Director One [Member] | ||||||||
Stock shares issued during the period | 30,000 | |||||||
Founder Shares [Member] | Director Two [Member] | ||||||||
Stock shares issued during the period | 30,000 | |||||||
Founder Shares [Member] | Director Three [Member] | ||||||||
Stock shares issued during the period | 30,000 | |||||||
Director Shares [Member] | ||||||||
Stock shares issued during the period | 108,000 | |||||||
Shares issued during period including dividends, common stock | 36,000 | |||||||
Stock dividend conversion ratio | 1.2-for-1 | |||||||
Sponsor [Member] | Promissory Note [Member] | Related Party Debt [Member] | ||||||||
Debt instrument face amount | $ 600,000 | |||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||
Related party transaction, amounts paid | $ 25,000 | |||||||
Sale of stock, price per share | $ 0.006 | |||||||
Stock shares issued during the period | 4,312,500 | |||||||
Conversion of stock | 1.2-for-1 stock | |||||||
Shares outstanding | 5,175,000 | |||||||
Ordinary shares were subject to forfeiture | 675,000 | 675,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Mar. 01, 2021 | Feb. 24, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Stock Issued During Period, Shares, New Issues | 18,000,000 | |||||
Payments for Underwriting Expense | $ 7,808,281 | |||||
Exercise price per share of warrants | $ 1 | $ 1 | $ 1 | |||
Representatives Warrants [Member] | FINRA [Member] | ||||||
Shares Lock Up Period | 180 days | |||||
Representative Shares [Member] | FINRA [Member] | ||||||
Shares Lock Up Period | 180 days | |||||
I-Bankers [Member] | Representatives Warrants [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 569,250 | |||||
Stock Issued During Period, Value, New Issues | $ 6,831,000 | |||||
Exercise price per share of warrants | $ 12 | |||||
I-Bankers [Member] | Representative Shares [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 316,250 | |||||
Stock Issued During Period, Value, New Issues | $ 3,026,438 | |||||
IPO [Member] | ||||||
Percentage of Gross proceed of initial public offering | 3.50% | |||||
IPO [Member] | Representatives Warrants [Member] | FINRA [Member] | ||||||
Shares Lock Up Period | 180 days | |||||
IPO [Member] | Representative Shares [Member] | FINRA [Member] | ||||||
Shares Lock Up Period | 180 days | |||||
Over-Allotment Option [Member] | ||||||
Threshold limit of option granted to exercise additional shares | 30 days | |||||
Stock Issued During Period, Shares, New Issues | 2,700,000 | 2,700,000 | ||||
Payments for Underwriting Expense | $ 540,000 | $ 3,600,000 | ||||
Stock Issued During Period, Value, New Issues | $ 27,000,000 | |||||
Over-Allotment Option [Member] | Underwriters Commitment [Member] | ||||||
Threshold limit of option granted to exercise additional shares | 30 days | |||||
Additional Sale of Stock, Number of units Issued | 2,700,000 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 02, 2021 | Mar. 01, 2021 | |
Warrants and Rights Outstanding | $ 9,390,986 | $ 9,390,986 | |||
Warrant liability | 9,390,986 | 9,390,986 | $ 14,280,762 | ||
Change in fair value of warrants | $ 2,662,160 | $ 4,889,776 | |||
Exercise price of warrants | $ 1 | $ 1 | $ 1 | $ 1 | |
Class of Warrant or Right, Term period | 5 years | ||||
Public Warrants [Member] | |||||
Warrants and Rights Outstanding | $ 5,692,500 | $ 5,692,500 | |||
Fair value, liabilities, level 3 to level 1 transfers, amount | $ 4,828,275 | ||||
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||
Share Redemption Trigger Price | $ 18 | $ 18 | |||
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value | 180.00% | 180.00% | |||
Warrant [Member] | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Common Stock [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||
Share Price | $ 18 | $ 18 | |||
Number of consecutive trading days for determining the share price | 20 days | ||||
Number of trading days for determining the share price | 30 days | ||||
IPO [Member] | Warrant [Member] | |||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||
Warrants and Rights Outstanding | $ 16,490,000 | $ 16,490,000 | |||
Common Class A | Minimum | |||||
Percentage of consideration received by common share holders | 70.00% | 70.00% |
Warrant Liability - Summary of
Warrant Liability - Summary of Change in Fair Value of the Warrant Liabilities (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Warrant Liability [Abstract] | |
Warrant liabilities, Beginning Balance | $ 14,280,762 |
Change in fair value of warrant liabilities | (4,889,776) |
Warrant liabilities, Ending Balance | $ 9,390,986 |
Warrant Liability - Fair Value
Warrant Liability - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Sep. 30, 2021yr | Mar. 01, 2021yr |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Share price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.83 | 9.57 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.101 | 0.141 |
Expected life of the options to convert [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.82 | 6.38 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0112 | 0.0099 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Likelihood of completing a business combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.95 | 0.95 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value, Assets Measured on Recurring Basis (Detail) | Sep. 30, 2021USD ($) |
Liabilities: | |
Warrants and rights outstanding | $ 9,390,986 |
Public Warrants [Member] | |
Liabilities: | |
Warrants and rights outstanding | 5,692,500 |
Private Placement Warrants [Member] | |
Liabilities: | |
Warrants and rights outstanding | 3,698,486 |
Level 1 [Member] | |
Liabilities: | |
Warrants and rights outstanding | 5,692,500 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Warrants and rights outstanding | 5,692,500 |
Level 2 [Member] | |
Liabilities: | |
Warrants and rights outstanding | 0 |
Level 3 [Member] | |
Liabilities: | |
Warrants and rights outstanding | 3,698,486 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Warrants and rights outstanding | $ 3,698,486 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, No Par Value | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, No Par Value | $ 0.0001 | |
Common Stock, Shares, Issued | 5,491,250 | 5,175,000 |
Common Stock, Shares, Outstanding | 5,491,250 | 5,175,000 |
Common Stock [Member] | ||
Stock conversion basis | Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. |