Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 19, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | B. RILEY PRINCIPAL 150 MERGER CORP. | |
Trading Symbol | BRPMU | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839360 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40083 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2081659 | |
Entity Address, Address Line One | 299 Park Avenue | |
Entity Address, Address Line Two | 21st Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10171 | |
City Area Code | (212) | |
Local Phone Number | 457-3300 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 17,770,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 132,824 | $ 25,000 |
Deferred offering costs | 80,000 | |
Prepaid expenses | 750,622 | |
Total current assets | 883,446 | 105,000 |
Cash held in Trust Account | 172,512,555 | |
Total assets | 173,396,001 | 105,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,264,611 | 80,450 |
Due to related party | 30,000 | 998 |
Total current liabilities | 1,294,610 | 81,448 |
Warrant liability | 4,583,433 | |
Total liabilities | 5,878,044 | 81,448 |
Commitments | ||
Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.00 per share) | 172,500,000 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 520,000 shares issued and outstanding as of September 30, 2021 and none issued and outstanding as of December 31, 2020 (excluding 17,250,000 subject to redemption) | 52 | |
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 431 | 431 |
Additional paid-in capital | 24,569 | |
Accumulated deficit | (4,982,526) | (1,448) |
Total stockholders’ equity (deficit) | (4,982,043) | 23,552 |
Total liabilities and stockholders’ equity (deficit) | $ 173,396,001 | $ 105,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common stock subject to possible redemption, shares | 17,250,000 | |
Redemption value, per share (in Dollars per share) | $ 10 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 520,000 | |
Common stock, shares outstanding | 520,000 | |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Operating costs | $ 1,178,696 | $ 997 | $ 472 | $ 1,699,460 |
Loss from operations | (1,178,696) | (997) | (472) | (1,699,460) |
Other income (expense): | ||||
Interest income | 2,219 | 12,555 | ||
Warrant issue costs | (115,404) | |||
Change in fair value of warrants | 2,477,767 | 693,533 | ||
Other income (expense) | 2,479,986 | 590,684 | ||
Net income (loss) | $ 1,301,290 | $ (997) | $ (472) | $ (1,108,776) |
Net income (loss) per common share: | ||||
Class A Common Stock - basic and diluted (in Dollars per share) | $ 0.06 | $ 0 | $ 0 | $ (0.06) |
Class B Common Stock - basic and diluted (in Dollars per share) | $ 0.06 | $ 0 | $ 0 | $ (0.06) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 19, 2020 | $ 431 | $ 24,569 | $ 25,000 | ||
Balance (in Shares) at Jun. 19, 2020 | 4,312,500 | ||||
Net loss | (997) | (997) | |||
Balance at Sep. 30, 2020 | $ 431 | 24,569 | (997) | 24,003 | |
Balance (in Shares) at Sep. 30, 2020 | 4,312,500 | ||||
Balance at Jun. 30, 2020 | $ 431 | 24,569 | 25,000 | ||
Balance (in Shares) at Jun. 30, 2020 | 4,312,500 | ||||
Net loss | (472) | ||||
Balance at Sep. 30, 2020 | $ 431 | 24,569 | (997) | 24,003 | |
Balance (in Shares) at Sep. 30, 2020 | 4,312,500 | ||||
Balance | $ 431 | 24,569 | (472) | 25,000 | |
Balance (in Shares) | 4,312,500 | ||||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,448) | 23,552 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Sale of 520,000,000 Private Placement Units on February 23, 2020 | $ 52 | 5,040,482 | 5,040,534 | ||
Sale of 520,000,000 Private Placement Units on February 23, 2020 (in Shares) | 520,000 | ||||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (5,065,051) | (5,065,051) | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | (3,872,302) | (3,872,302) | |||
Net loss | (1,108,776) | (1,108,776) | |||
Balance at Sep. 30, 2021 | $ 52 | $ 431 | (4,982,526) | (4,982,043) | |
Balance (in Shares) at Sep. 30, 2021 | 520,000 | 4,312,500 | |||
Balance at Jun. 30, 2021 | $ 52 | $ 431 | (6,283,816) | (6,283,333) | |
Balance (in Shares) at Jun. 30, 2021 | 520,000 | 4,312,500 | |||
Net loss | 1,301,290 | 1,301,290 | |||
Balance at Sep. 30, 2021 | $ 52 | $ 431 | $ (4,982,526) | $ (4,982,043) | |
Balance (in Shares) at Sep. 30, 2021 | 520,000 | 4,312,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units | 520,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (997) | $ (1,108,776) |
Interest earned on funds held in Trust Account | (12,555) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrant issue costs | 115,404 | |
Change in fair value of warrants | (693,533) | |
Increase in prepaid expenses | (670,623) | |
Increase in accounts payable and accrued expenses | 1,184,161 | |
Increase in due to related party | 997 | 29,002 |
Net cash used in operating activities | (1,156,920) | |
Cash flows from investing activities: | ||
Proceeds deposited in Trust Account | (172,500,000) | |
Net cash used in investing activities | (172,500,000) | |
Cash flows from financing activities: | ||
Proceeds from note payable - related party | 40,000 | |
Repayment of note payable - related party | (40,000) | |
Proceeds from issuance of Class A common stock | 172,500,000 | |
Proceeds from issuance of private placement units | 5,200,000 | |
Payment of underwriting discounts | (3,450,000) | |
Payment of offering expenses | (485,256) | |
Net cash provided by financing activities | 173,764,744 | |
Increase in cash | 107,824 | |
Cash, beginning of period | 25,000 | |
Cash, end of period | 132,824 | |
Supplemental disclosures: | ||
Interest paid | ||
Taxes paid | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Initial value of Class A common stock subject to possible redemption | 172,500,000 | |
Initial classification of warrant liability | $ 5,276,966 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal 150 Merger Corp. (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 19, 2020. 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”). 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 (an “Initial Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering described below. The Company has selected December 31st as its fiscal year end. Public Offering The Company completed the sale of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise of their over-allotment option in full, at an offering price of $10.00 per Unit in the Public Offering on February 23, 2021. B. Riley Principal 150 Sponsor Co., LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 520,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on February 23, 2021 simultaneously with the Public Offering (the “Private Placement”). The sale of the 17,250,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $172,500,000, less underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $485,257. The Private Placement Units generated $5,200,000 of gross proceeds. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, with respect to the warrants underlying the Private Placement Units, the “Private Placement Warrants” and, collectively, the “Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share. Sponsor and Note Payable - Related Party The Company had a note payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The note payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $40,000 on the date of the Public Offering. On March 1, 2021, such amount was repaid using proceeds from the Public Offering and the Private Placement. The Trust Account Upon completion of the Public Offering, $172,500,000 of proceeds were held in the Company’s trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which was $132,824 on September 30, 2021. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may 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 submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders”). Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination. 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 Initial Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company holds a stockholder meeting to approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquires public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. Going Concern Consideration The Company has principally financed its operations from inception using proceeds from the promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering and Private Placement that were placed in a bank account outside of the Trust Account for working capital purposes. In connection with the closing of the Public Offering and the Private Placement on February 23, 2021, an amount of $172,500,000 (or $10.00 per Class A common stock sold to the public in the Public Offering included in the Public Units) was placed in the Trust Account. As of September 30, 2021, the Company had $132,824 in its operating bank account, $172,512,555 in cash and cash equivalents held in the Trust Account to be used for an Initial Business Combination or to repurchase or redeem its public shares in connection therewith and working capital deficit of $261,164, which excludes Delaware franchise taxes payable of $150,000 (which is included in accounts payable and accrued expenses as of September 30, 2021) as franchise taxes are paid from the Trust Account from interest income earned. If our funds are insufficient to meet the expenditures required for operating our business in the attempt to find an Initial Business Combination as more fully described in Note 1 or in the event that an Initial Business Combination is not consummated, we will likely need to raise additional funds in order to meet the expenditures required for operating our business. The Company may not be able to obtain additional financing or raise additional capital to finance its ongoing operations. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 9, 2022, the scheduled liquidation date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on February 19, 2021, as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with the SEC on March 2, 2021 , and the Company’s unaudited condensed interim financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021. Earnings (Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of September 30, 2021, no Warrants have been exercised. The 5,923,333 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income (loss) attributable to redeemable common stock $ 1,016,518 $ (826,342 ) Basic and diluted weighted average shares of redeemable common stock 17,250,000 13,837,912 Basic and diluted net income (loss) per share of redeemable common stock $ 0.06 $ (0.06 ) Non-redeemable common stock Net income (loss) attributable to non-redeemable common stock $ 284,772 $ (282,434 ) Basic and diluted weighted average shares of non-redeemable common stock 4,832,500 4,729,644 Basic and diluted net income (loss) per share of non-redeemable common stock $ 0.06 $ (0.06 ) Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs of $80,000 as of December 31, 2020, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $485,257. These costs in addition to the underwriting discount of $3,450,000 was charged to capital upon completion of the Public Offering on February 23, 2021. Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any differences between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. As of September 30, 2021, there were 5,923,333 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 173,333 Private Placement Warrants). Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. Common Stock Subject to Possible Redemption All of the 17,250,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 3 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company for the quarter ended September 30, 2021, the management of the Company re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the public shares, issued as part of the units sold in the Company’s Public Offering on February 23, 2021. Historically, a portion of the public shares was classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. The Company concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of February 23, 2021 as previously restated in the Company’s Quarterly Report for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021, and unaudited balance sheets as of March 31, 2021 and June 30, 2021 as previously reported in each respective period’s Form 10-Q. The following tables summarize the effect of the restatement on each balance sheet (including the restatement of the warrant liability that was previously restated in the Form 10-Q for the period ended March 31, 2021) as follows: Balance Sheet as of February 23, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Class A Common stock, $0.0001 par value $ 141 $ (89 ) $ 52 Additional paid-in capital $ 5,120,086 $ (5,120,086 ) $ - Accumulated deficit $ (120,650 ) $ (3,823,235 ) $ (3,943,885 ) Total stockholders' equity (deficit) $ 5,000,008 $ (8,943,410 ) $ (3,943,402 ) Balance Sheet as of March 31, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 163,088,200 $ 9,411,800 $ 172,500,000 Class A Common stock, $0.0001 par value $ 146 $ (94 ) $ 52 Additional paid-in capital $ 5,588,472 $ (5,588,472 ) $ - Accumulated deficit $ (589,048 ) $ (3,823,234 ) $ (4,412,282 ) Total stockholders' equity (deficit) $ 5,000,001 $ (9,411,800 ) $ (4,411,799 ) Statement of Operations for the Three Months Ended March 31, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 6,523,528 376,472 6,900,000 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.05 ) $ (0.05 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 4,896,972 (376,472 ) 4,520,500 Basic and diluted loss per share, non-redeemable common stock $ (0.12 ) $ 0.07 $ (0.05 ) Statement of Changes in Stockholders’ Equity for the Three Months ended March 31, 2021 As Reported Adjustment As Restated Sale of 17,250,000 Units on February 23, 2021 through IPO $ 167,382,500 $ (167,382,500 ) $ - Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (436,189 ) $ 436,189 $ - Reclassification of offering costs related to warrants $ 115,404 $ (115,404 ) $ - Change in Class A common stock subject to redemption $ (163,088,200 ) $ 163,088,200 $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,065,051 ) $ (5,065,051 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,800,647 ) $ (3,800,647 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Change in value of Class A ordinary shares subject to possible redemption $ (468,390 ) $ 468,390 $ - Balance Sheet as of June 30, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 161,216,660 $ 11,283,340 $ 172,500,000 Class A Common stock, $0.0001 par value $ 165 $ (113 ) $ 52 Additional paid-in capital $ 7,410,925 $ (7,410,925 ) $ - Accumulated deficit $ (2,411,514 ) $ (3,872,302 ) $ (6,283,816 ) Total stockholders' equity (deficit) $ 5,000,007 $ (11,283,340 ) $ (6,283,333 ) Statement of Operations for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 16,121,666 1,128,334 17,250,000 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.08 ) $ (0.08 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 5,960,834 (1,128,334 ) 4,832,500 Basic and diluted loss per share, non-redeemable common stock $ (0.31 ) $ 0.23 $ (0.08 ) Statement of Operations for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 11,349,111 754,480 12,103,591 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.14 ) $ (0.14 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 5,431,842 (754,479 ) 4,677,363 Basic and diluted loss per share, non-redeemable common stock $ (0.44 ) $ 0.30 $ (0.14 ) Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Offering costs charged to stockholders' equity $ (49,068 ) $ 49,068 $ - Change in Class A common stock subject to redemption $ 1,871,540 $ (1,871,540 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (49,068 ) $ (49,068 ) Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 17,250,000 Units on February 23, 2021 through IPO $ 167,382,500 $ (167,382,500 ) $ - Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (485,257 ) $ 485,257 $ - Reclassification of offering costs related to warrants $ 115,404 $ (115,404 ) $ - Initial value of Class A common stock subject to redemption (163,556,590 ) 163,556,590 - Change in Class A common stock subject to redemption $ 2,339,930 $ (2,339,930 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,065,051 ) $ (5,065,051 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,872,302 ) $ (3,872,302 ) Statement of Cash Flows for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Change in value of Class A ordinary shares subject to possible redemption $ (2,339,930 ) $ 2,339,930 $ - |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2020, 4,312,500 Founder Shares were issued to B. Riley Principal Investments, LLC. All of the Founder Shares were contributed to the Sponsor in June 2020. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units (the “Private Placement Shares”). The Company’s initial stockholders, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A 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 day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Administrative Fees Commencing on February 19, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. As of September 30, 2021, amounts due to related party includes $30,000 for administrative fees payable to the Sponsor. Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders are also entitled to certain piggyback registration rights. 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 for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 5 — RECURRING FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Significant Significant Prices In Other Other Active Observable Observable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 172,512,555 $ 172,512,555 $ — $ — $ 172,512,555 $ 172,512,555 $ — $ — Liabilities: Public Warrants $ 4,441,300 $ 4,441,300 $ — $ — Private Placement Warrants 142,133 — — 142,133 Warrant Liability $ 4,583,433 $ 4,441,300 $ — $ 142,133 The changes in Level 3 fair value hierarchy during the three and nine months ended September 30, 2021 included (1) the fair value of the public Warrants of $5,411,933 which transferred from the Level 3 fair value hierarchy to Level 1 fair value hierarchy when the public Warrants started trading on a national market exchange and (2) the change in fair value of the Private Placement Warrants was a decrease in fair value of $6,900. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants on February 23, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the public Warrants, and the Black-Sholes Model for Private Placement Warrants based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model and Black-Scholes Model were as follows at initial measurement: February 23, 2021 (Initial Input Measurement) Risk-free interest rate 0.9 % Expected term (years) 6.4 Expected volatility 14.0 % Exercise price $ 11.50 Subsequent Measurement As of September 30, 2021, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants: Input Private Warrants Risk-free interest rate 1.10 % Expected term (years) 5.8 Expected volatility 13.0 % Exercise price $ 11.50 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60 th The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (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. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 — SUBSEQUENT EVENTS Proposed Business Combination On October 24, 2021, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and FaZe Clan Inc., a Delaware Corporation (“ FaZe Pubco Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with investors (including investors related to or affiliated with the Sponsor and an investor related to or affiliated with existing FaZe stockholders) for an aggregate investment $118,000,000 (the “PIPE Investment”). The closing of the PIPE Investment is conditioned upon, among other things, the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. Affiliates of the Sponsor have subscribed to purchase 2,200,000 shares of Class A common stock at $10.00 per share in the PIPE Investment, for an aggregate purchase price of $22,000,000. The parties have ascribed an equity value of the combined company, following the consummation of the Business Combination, of $987,000,000, assuming none of the Company’s public stockholders seek to redeem their public shares for a pro rata portion of the funds in the Trust Account. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, the Company has agreed to issue to stockholders of FaZe approximately 67,023,763 shares of Pubco common stock at a deemed per share price of $10.00 (“Aggregate Equity Value Consideration”), plus earnout consideration of 6% of the total number of shares of Pubco common stock that are issued and outstanding as of immediately after the Closing (which earnout consideration is subject to forfeiture following Closing if certain price-based vesting conditions are not met during the five years following Closing). The Closing is expected to occur in the first quarter of 2022, following the receipt of required approval by the stockholders of the Company and FaZe, required regulatory approvals and the fulfilment or waiver of other conditions set forth in the Merger Agreement, and the effectiveness of the registration statement to be filed with the SEC in connection with the proposed Business Combination. The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through November 22, 2021, the date that the financial statements were issued. The Company did not identify any subsequent events other than what was disclosed above that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on February 19, 2021, as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with the SEC on March 2, 2021 , and the Company’s unaudited condensed interim financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,923,333 shares of common stock at $11.50 per share were issued on February 23, 2021 in connection with the IPO. As of September 30, 2021, no Warrants have been exercised. The 5,923,333 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income (loss) attributable to redeemable common stock $ 1,016,518 $ (826,342 ) Basic and diluted weighted average shares of redeemable common stock 17,250,000 13,837,912 Basic and diluted net income (loss) per share of redeemable common stock $ 0.06 $ (0.06 ) Non-redeemable common stock Net income (loss) attributable to non-redeemable common stock $ 284,772 $ (282,434 ) Basic and diluted weighted average shares of non-redeemable common stock 4,832,500 4,729,644 Basic and diluted net income (loss) per share of non-redeemable common stock $ 0.06 $ (0.06 ) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs of $80,000 as of December 31, 2020, consisted principally of costs incurred in connection with preparation for the Public Offering. The total offering costs incurred by the Company in connection with the Public Offering was $485,257. These costs in addition to the underwriting discount of $3,450,000 was charged to capital upon completion of the Public Offering on February 23, 2021. |
Income Taxes | Income Taxes Prior to the change in ownership on February 23, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on February 23, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning February 23, 2021, the Company files separate corporate federal and state and local income tax returns. Any differences between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial. |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. As of September 30, 2021, there were 5,923,333 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 173,333 Private Placement Warrants). |
Note Payable — Related Party | Note Payable — Related Party The Company had a Note Payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. At February 23, 2021, the Note Payable balance was $40,000. The Note Payable was paid in full using proceeds from the Public Offering and the Private Placement on March 1, 2021. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 17,250,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share | Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income (loss) attributable to redeemable common stock $ 1,016,518 $ (826,342 ) Basic and diluted weighted average shares of redeemable common stock 17,250,000 13,837,912 Basic and diluted net income (loss) per share of redeemable common stock $ 0.06 $ (0.06 ) Non-redeemable common stock Net income (loss) attributable to non-redeemable common stock $ 284,772 $ (282,434 ) Basic and diluted weighted average shares of non-redeemable common stock 4,832,500 4,729,644 Basic and diluted net income (loss) per share of non-redeemable common stock $ 0.06 $ (0.06 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheet | Balance Sheet as of February 23, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Class A Common stock, $0.0001 par value $ 141 $ (89 ) $ 52 Additional paid-in capital $ 5,120,086 $ (5,120,086 ) $ - Accumulated deficit $ (120,650 ) $ (3,823,235 ) $ (3,943,885 ) Total stockholders' equity (deficit) $ 5,000,008 $ (8,943,410 ) $ (3,943,402 ) Balance Sheet as of March 31, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 163,088,200 $ 9,411,800 $ 172,500,000 Class A Common stock, $0.0001 par value $ 146 $ (94 ) $ 52 Additional paid-in capital $ 5,588,472 $ (5,588,472 ) $ - Accumulated deficit $ (589,048 ) $ (3,823,234 ) $ (4,412,282 ) Total stockholders' equity (deficit) $ 5,000,001 $ (9,411,800 ) $ (4,411,799 ) Balance Sheet as of June 30, 2021 As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 161,216,660 $ 11,283,340 $ 172,500,000 Class A Common stock, $0.0001 par value $ 165 $ (113 ) $ 52 Additional paid-in capital $ 7,410,925 $ (7,410,925 ) $ - Accumulated deficit $ (2,411,514 ) $ (3,872,302 ) $ (6,283,816 ) Total stockholders' equity (deficit) $ 5,000,007 $ (11,283,340 ) $ (6,283,333 ) |
Schedule of statement of operations | Statement of Operations for the Three Months Ended March 31, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 6,523,528 376,472 6,900,000 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.05 ) $ (0.05 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 4,896,972 (376,472 ) 4,520,500 Basic and diluted loss per share, non-redeemable common stock $ (0.12 ) $ 0.07 $ (0.05 ) Statement of Operations for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 16,121,666 1,128,334 17,250,000 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.08 ) $ (0.08 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 5,960,834 (1,128,334 ) 4,832,500 Basic and diluted loss per share, non-redeemable common stock $ (0.31 ) $ 0.23 $ (0.08 ) Statement of Operations for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 11,349,111 754,480 12,103,591 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.14 ) $ (0.14 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 5,431,842 (754,479 ) 4,677,363 Basic and diluted loss per share, non-redeemable common stock $ (0.44 ) $ 0.30 $ (0.14 ) |
Schedule of statement of changes in stockholders’ equity | Statement of Changes in Stockholders’ Equity for the Three Months ended March 31, 2021 As Reported Adjustment As Restated Sale of 17,250,000 Units on February 23, 2021 through IPO $ 167,382,500 $ (167,382,500 ) $ - Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (436,189 ) $ 436,189 $ - Reclassification of offering costs related to warrants $ 115,404 $ (115,404 ) $ - Change in Class A common stock subject to redemption $ (163,088,200 ) $ 163,088,200 $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,065,051 ) $ (5,065,051 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,800,647 ) $ (3,800,647 ) Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Offering costs charged to stockholders' equity $ (49,068 ) $ 49,068 $ - Change in Class A common stock subject to redemption $ 1,871,540 $ (1,871,540 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (49,068 ) $ (49,068 ) Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 17,250,000 Units on February 23, 2021 through IPO $ 167,382,500 $ (167,382,500 ) $ - Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (485,257 ) $ 485,257 $ - Reclassification of offering costs related to warrants $ 115,404 $ (115,404 ) $ - Initial value of Class A common stock subject to redemption (163,556,590 ) 163,556,590 - Change in Class A common stock subject to redemption $ 2,339,930 $ (2,339,930 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,065,051 ) $ (5,065,051 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,872,302 ) $ (3,872,302 ) |
Schedule of statement of cash flow | Statement of Cash Flows for the Three Months Ended March 31, 2021 As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Change in value of Class A ordinary shares subject to possible redemption $ (468,390 ) $ 468,390 $ - Statement of Cash Flows for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 163,556,590 $ 8,943,410 $ 172,500,000 Change in value of Class A ordinary shares subject to possible redemption $ (2,339,930 ) $ 2,339,930 $ - |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets and liabilities measured on recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Observable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 172,512,555 $ 172,512,555 $ — $ — $ 172,512,555 $ 172,512,555 $ — $ — Liabilities: Public Warrants $ 4,441,300 $ 4,441,300 $ — $ — Private Placement Warrants 142,133 — — 142,133 Warrant Liability $ 4,583,433 $ 4,441,300 $ — $ 142,133 |
Schedule of fair value of initial measurement | February 23, 2021 (Initial Input Measurement) Risk-free interest rate 0.9 % Expected term (years) 6.4 Expected volatility 14.0 % Exercise price $ 11.50 Input Private Warrants Risk-free interest rate 1.10 % Expected term (years) 5.8 Expected volatility 13.0 % Exercise price $ 11.50 |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Feb. 23, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Organization and Nature of Business Operations (Details) [Line Items] | |||
Shares sold (in Shares) | 17,250,000 | ||
Price per share (in Dollars per share) | $ 11.5 | ||
Percentage of gross proceeds | 3.50% | ||
Borrowing amount | $ 300,000 | ||
Note payable due to related party | 40,000 | ||
Pay its expenses only from net proceeds | 132,824 | ||
Pay dissolution expenses | 100,000 | ||
Pay franchise and income taxes | 100,000 | ||
Public offering cost | $ 172,500,000 | ||
Class A common shares (in Dollars per share) | $ 10 | ||
Operating bank account | 132,824 | ||
Cash and cash equivalents | 172,512,555 | ||
Working capital | 261,164 | ||
Tax payable | 150,000 | ||
Public Offering [Member] | |||
Organization and Nature of Business Operations (Details) [Line Items] | |||
Shares sold (in Shares) | 17,250,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Underwriting commissions | $ 3,450,000 | ||
Percentage of gross proceeds | 2.00% | ||
Other offering costs | $ 485,257 | ||
Public share par value (in Dollars per share) | $ 0.0001 | ||
Proceeds of initial public offering | $ 172,500,000 | ||
Over-allotment option [Member] | |||
Organization and Nature of Business Operations (Details) [Line Items] | |||
Shares sold (in Shares) | 2,250,000 | ||
Private Placement Units [Member] | |||
Organization and Nature of Business Operations (Details) [Line Items] | |||
Shares sold (in Shares) | 520,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 5,200,000 | ||
Public Units [Member] | |||
Organization and Nature of Business Operations (Details) [Line Items] | |||
Shares sold (in Shares) | 17,250,000 | ||
Gross proceeds | $ 172,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Feb. 23, 2021 | Sep. 30, 2021 | May 11, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock per share | $ 11.5 | |||
Common shares issues for outstanding warrants | 5,923,333 | |||
Federal Depository insurance coverage | $ 250,000 | |||
Deferred offering costs | $ 80,000 | |||
Public offering costs | $ 485,257 | |||
Deferred underwriting discount | $ 3,450,000 | |||
Public offering expense | $ 300,000 | |||
Note Payable balance | $ 40,000 | |||
Common stock shares sold | 17,250,000 | |||
Private and public Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Purchase of warrants | 5,923,333 | |||
Warrant [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Issuance of warrants | 5,923,333 | |||
Public Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Issuance of warrants | 5,750,000 | |||
Private Placement Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Issuance of warrants | 173,333 | |||
Income Taxes [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Unrecognized tax benefits description | As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. | |||
Unrecognized Tax Benefits [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Accrued for interest and penalties description | No amounts were accrued for interest expense and penalties related to income tax matters as of September 30, 2021. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net loss per share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Redeemable common stock | ||
Net income (loss) attributable to redeemable common stock | $ 1,016,518 | $ (826,342) |
Basic and diluted weighted average shares of redeemable common stock | 17,250,000 | 13,837,912 |
Basic and diluted net income (loss) per share of redeemable common stock | $ 0.06 | $ (0.06) |
Non-redeemable common stock | ||
Net income (loss) attributable to non-redeemable common stock | $ 284,772 | $ (282,434) |
Basic and diluted weighted average shares of non-redeemable common stock | 4,832,500 | 4,729,644 |
Basic and diluted net income (loss) per share of non-redeemable common stock | $ 0.06 | $ (0.06) |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Net tangible assets | $ | $ 5,000,001 |
Class A Common Stock [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Subject to possible redemption | $ / shares | $ 5,000,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 23, 2021 |
As Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A Common stock subject to possible redemption | $ 161,216,660 | $ 163,088,200 | $ 163,556,590 |
Class A Common stock, $0.0001 par value | 165 | 146 | 141 |
Additional paid-in capital | 7,410,925 | 5,588,472 | 5,120,086 |
Accumulated deficit | (2,411,514) | (589,048) | (120,650) |
Total stockholders' equity (deficit) | 5,000,007 | 5,000,001 | 5,000,008 |
Adjustment [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A Common stock subject to possible redemption | 11,283,340 | 9,411,800 | 8,943,410 |
Class A Common stock, $0.0001 par value | (113) | (94) | (89) |
Additional paid-in capital | (7,410,925) | (5,588,472) | (5,120,086) |
Accumulated deficit | (3,872,302) | (3,823,234) | (3,823,235) |
Total stockholders' equity (deficit) | (11,283,340) | (9,411,800) | (8,943,410) |
As Restated [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Class A Common stock subject to possible redemption | 172,500,000 | 172,500,000 | 172,500,000 |
Class A Common stock, $0.0001 par value | 52 | 52 | 52 |
Additional paid-in capital | |||
Accumulated deficit | (6,283,816) | (4,412,282) | (3,943,885) |
Total stockholders' equity (deficit) | $ (6,283,333) | $ (4,411,799) | $ (3,943,402) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet (Parentheticals) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 23, 2021 |
As Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Adjustment [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
As Restated [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operations - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding, redeemable common stock | 16,121,666 | 6,523,528 | 11,349,111 |
Basic and diluted loss per share, redeemable common stock | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | 5,960,834 | 4,896,972 | 5,431,842 |
Basic and diluted loss per share, non-redeemable common stock | $ (0.31) | $ (0.12) | $ (0.44) |
Adjustment [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding, redeemable common stock | 1,128,334 | 376,472 | 754,480 |
Basic and diluted loss per share, redeemable common stock | $ (0.08) | $ (0.05) | $ (0.14) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | (1,128,334) | (376,472) | (754,479) |
Basic and diluted loss per share, non-redeemable common stock | $ 0.23 | $ 0.07 | $ 0.3 |
As Restated [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and diluted weighted average shares outstanding, redeemable common stock | 17,250,000 | 6,900,000 | 12,103,591 |
Basic and diluted loss per share, redeemable common stock | $ (0.08) | $ (0.05) | $ (0.14) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | 4,832,500 | 4,520,500 | 4,677,363 |
Basic and diluted loss per share, non-redeemable common stock | $ (0.08) | $ (0.05) | $ (0.14) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items] | |||
Sale of 17,250,000 Units on February 23, 2021 through IPO | $ 167,382,500 | $ 167,382,500 | |
Underwriting fee | (3,450,000) | (3,450,000) | |
Offering costs charged to stockholders' equity | $ (49,068) | (436,189) | (485,257) |
Reclassification of offering costs related to warrants | 115,404 | 115,404 | |
Initial value of Class A common stock subject to redemption | (163,556,590) | ||
Change in Class A common stock subject to redemption | 1,871,540 | (163,088,200) | 2,339,930 |
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | |||
Adjustment [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items] | |||
Sale of 17,250,000 Units on February 23, 2021 through IPO | (167,382,500) | (167,382,500) | |
Underwriting fee | 3,450,000 | 3,450,000 | |
Offering costs charged to stockholders' equity | 49,068 | 436,189 | 485,257 |
Reclassification of offering costs related to warrants | (115,404) | (115,404) | |
Initial value of Class A common stock subject to redemption | 163,556,590 | ||
Change in Class A common stock subject to redemption | (1,871,540) | 163,088,200 | (2,339,930) |
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (5,065,051) | (5,065,051) | |
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | (49,068) | (3,800,647) | (3,872,302) |
As Restated [Member] | |||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items] | |||
Sale of 17,250,000 Units on February 23, 2021 through IPO | |||
Underwriting fee | |||
Offering costs charged to stockholders' equity | |||
Reclassification of offering costs related to warrants | |||
Initial value of Class A common stock subject to redemption | |||
Change in Class A common stock subject to redemption | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (5,065,051) | (5,065,051) | |
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | $ (49,068) | $ (3,800,647) | $ (3,872,302) |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) - shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items] | ||
Sale of units | 17,250,000 | 17,250,000 |
Adjustment [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items] | ||
Sale of units | 17,250,000 | 17,250,000 |
As Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items] | ||
Sale of units | 17,250,000 | 17,250,000 |
Restatement of Previously Iss_9
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flow - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
As Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial value of Class A ordinary shares subject to possible redemption | $ 163,556,590 | $ 163,556,590 |
Change in value of Class A ordinary shares subject to possible redemption | (468,390) | (2,339,930) |
Adjustment [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial value of Class A ordinary shares subject to possible redemption | 8,943,410 | 8,943,410 |
Change in value of Class A ordinary shares subject to possible redemption | 468,390 | 2,339,930 |
As Restated [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Initial value of Class A ordinary shares subject to possible redemption | 172,500,000 | 172,500,000 |
Change in value of Class A ordinary shares subject to possible redemption |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jun. 19, 2021 | Sep. 30, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 11.5 | |||
Percentage of public offering | 3.50% | |||
Per month of office space | $ 3,750 | |||
Due to related parties | $ 30,000 | |||
Borrowing amount | 300,000 | |||
Note payable balance | $ 40,000 | |||
Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Percentage Of Outstanding shares | 20.00% | |||
Over-Allotment Option [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Underwriter's amount | $ 6,037,500 | |||
Class B common stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Issuance of shares (in Shares) | 4,312,500 | |||
Common Class A [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 18 | |||
Common Class A [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 12 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value of public warrants | $ 5,411,933 |
Decrease in fair value of private warrants | $ 6,900 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items] | ||
Cash held in Trust Account | $ 172,512,555 | |
Assets | 172,512,555 | |
Public Warrants | 4,441,300 | |
Private Placement Warrants | 142,133 | |
Warrant Liability | 4,583,433 | |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items] | ||
Cash held in Trust Account | 172,512,555 | |
Assets | 172,512,555 | |
Public Warrants | 4,441,300 | |
Private Placement Warrants | ||
Warrant Liability | 4,441,300 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items] | ||
Cash held in Trust Account | ||
Assets | ||
Public Warrants | ||
Private Placement Warrants | ||
Warrant Liability | ||
Significant Other Observable Inputs (Level 3) [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis [Line Items] | ||
Cash held in Trust Account | ||
Assets | ||
Public Warrants | ||
Private Placement Warrants | 142,133 | |
Warrant Liability | $ 142,133 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares | 1 Months Ended | 9 Months Ended |
Feb. 23, 2021 | Sep. 30, 2021 | |
Schedule of fair value of initial measurement [Abstract] | ||
Risk-free interest rate | 0.90% | 1.10% |
Expected term (years) | 6 years 4 months 24 days | 5 years 9 months 18 days |
Expected volatility | 14.00% | 13.00% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock shares authorized (in Shares) | 1,000,000 | 1,000,000 |
Warrant term | 5 years | |
Sale price per share | $ 11.5 | |
Equity proceeds | 60.00% | |
Market value per share | $ 9.2 | |
Exercise price adjusted percentage | 115.00% | |
Redemption trigger price per share | $ 18 | |
Higher of market value percentage | 180.00% | |
Warrant [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Share price per share | $ 0.01 | |
Board of directors [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Preferred stock shares authorized (in Shares) | 1,000,000 | |
Common Class A [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Shares of common stock (in Shares) | 100,000,000 | 100,000,000 |
Sale price per share | $ 18 | |
Effective issue price of less than | $ 9.2 | |
Class B Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Shares of common stock (in Shares) | 10,000,000 | 10,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Feb. 23, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Common stock price per share (in Dollars per share) | $ 10 | |
Earn out consideration | 6.00% | |
Business Combination [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Business combination value | $ 987,000,000 | |
Merger Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common stock issued to stockholders (in Shares) | 67,023,763 | |
Deemed per share price (in Dollars per share) | $ 10 | |
PIPE Investment [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate investments | $ 118,000,000 | |
Aggregate purchase price | $ 22,000,000 | |
Class A Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Purchase of shares (in Shares) | 2,200,000 | |
Common stock price per share (in Dollars per share) | $ 10 |