Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | INTERPRIVATE II ACQUISITION CORP. | |
Trading Symbol | IPVA | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839608 | |
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 | 001-40152 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3122877 | |
Entity Address, Address Line One | 1350 Avenue of the Americas | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (212) | |
Local Phone Number | 920-0125 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 26,075,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Sep. 30, 2021USD ($) |
Current assets | |
Cash | $ 247,986 |
Prepaid expenses | 252,310 |
Total Current Assets | 500,296 |
Prepaid expenses, less current portion | 105,334 |
Marketable securities held in Trust Account | 258,786,957 |
TOTAL ASSETS | 259,392,587 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
Accounts payable and accrued expenses | 1,060,872 |
Total Current Liabilities | 1,060,872 |
Warrant liability | 4,429,600 |
Total Liabilities | 5,490,472 |
Commitments and Contingencies (See Note 7) | |
Class A common stock subject to possible redemption 25,875,000 shares at redemption value at September 30, 2021 | 258,786,957 |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 200,000 shares issued and outstanding (excluding 25,875,000 shares subject to possible redemption) (1) | 20 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding | 647 |
Accumulated deficit | (4,885,509) |
Total Stockholders’ Deficit | (4,884,842) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 259,392,587 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parentheticals) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock subject to possible redemption | 25,875,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 200,000 |
Common stock, shares outstanding | 200,000 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 6,468,750 |
Common stock, shares outstanding | 6,468,750 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 765,930 | $ 1,702,611 |
Loss from operations | (765,930) | (1,702,611) |
Other income (expense): | ||
Gain (loss) on warrant liabilities | 734,067 | (912,766) |
Offering costs attributable to warrant liabilities | (6,835) | |
Interest earned on marketable securities held in Trust Account | 30,522 | 54,504 |
Unrealized loss on marketable securities held in Trust Account | (14,144) | (17,547) |
Other income (loss), net | 750,445 | (882,644) |
Loss before income taxes | (15,485) | (2,585,255) |
Provision for income taxes | ||
Net loss | $ (15,485) | $ (2,585,255) |
Class A Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption (in Shares) | 25,875,000 | 19,524,725 |
Basic and diluted net income per share, Class A common stock subject to redemption (in Dollars per share) | $ (0.1) | |
Non-redeemable Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | 6,488,750 | 6,165,339 |
Basic and diluted net loss per share, Non-redeemable common stock (in Shares) | (0.1) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | |||||
Balance (in Shares) at Dec. 31, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 647 | 24,353 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 6,468,750 | ||||
Issuance costs associated with the sale of Public Units | (3,432,519) | (2,263,297) | (5,695,816) | ||
Sale of 4,616,667 Private Placement Warrants | 3,408,166 | 3,408,166 | |||
Issuance of Representative Shares | $ 20 | 20 | |||
Issuance of Representative Shares (in Shares) | 200,000 | ||||
Accretion of Class A common stock subject to possible redemption | (8,805) | (8,805) | |||
Net income/ loss | 174,342 | 174,342 | |||
Balance at Mar. 31, 2021 | $ 20 | $ 647 | (2,097,760) | (2,097,093) | |
Balance (in Shares) at Mar. 31, 2021 | 200,000 | 6,468,750 | |||
Accretion of Class A common stock subject to possible redemption | (11,775) | (11,775) | |||
Net income/ loss | (2,744,112) | (2,744,112) | |||
Balance at Jun. 30, 2021 | $ 20 | $ 647 | (4,853,647) | (4,852,980) | |
Balance (in Shares) at Jun. 30, 2021 | 200,000 | 6,468,750 | |||
Accretion of Class A common stock subject to possible redemption | (16,377) | (16,377) | |||
Net income/ loss | (15,485) | (15,485) | |||
Balance at Sep. 30, 2021 | $ 20 | $ 647 | $ (4,885,509) | $ (4,884,842) | |
Balance (in Shares) at Sep. 30, 2021 | 200,000 | 6,468,750 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Private Placement Warrants | $ 4,616,667 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,585,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Loss on warrant liabilities | 912,766 |
Offering costs attributable to warrant liabilities | 6,835 |
Interest earned on marketable securities held in Trust Account | (54,504) |
Unrealized loss on marketable securities held in Trust Account | 17,547 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (357,624) |
Accrued expenses | 1,060,872 |
Net cash used in operating activities | (999,363) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (258,750,000) |
Net cash used in investing activities | (258,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 253,575,000 |
Proceeds from sale of Private Placement Warrants | 6,925,000 |
Proceeds from promissory note – related party | 149,476 |
Repayment of promissory note – related party | (149,476) |
Payment of offering costs | (502,651) |
Net cash provided by financing activities | 259,997,349 |
Net Change in Cash | 247,986 |
Cash – Beginning of period | |
Cash – End of period | 247,986 |
Non-Cash investing and financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 |
Issuance of Representative Shares | 20 |
Accretion of Class A common stock subject to possible redemption | $ 36,957 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate IV Capital Partners Corp.”, but the Company changed its name to “InterPrivate II Acquisition Corp.” on January 6, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering ( “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,616,667 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to InterPrivate Acquisition Management II LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $6,925,000, which is described in Note 4. Transaction costs amounted to $5,691,351, consisting of $5,175,000 of underwriting fees and $516,351 of other offering costs. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks stockholder approval, the Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6), Representative Shares (as defined in Note 9) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) waive their liquidation rights with respect to the Founder Shares and Representative Shares if the Company fails to complete a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination. The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statement | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT The Company historically accounted for a portion of its outstanding Public Shares as permanent equity to maintain shareholders’ 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. Management has re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of the Public Shares. Upon re-evaluation, management 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 Amended and Restated Certificate of Incorporation. The SEC clarified their position on the accounting classification of redeemable shares to state that companies should restate previously issued financial statements for the reclassification of redeemable shares from permanent to temporary equity. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to previously presented financial statements and such previously presented financial statements could not be relied upon. In conjunction with its clarification of ASC 480-10-99, the SEC further stated that the misstatement arises to the level of a material weakness. As a result, the Company has concluded that its previously issued financial statements impacted should be restated to report the Public Shares as temporary equity. As such, the Company is restating in this Quarterly Report those periods that would have been impacted. The impact to the Company’s previously presented financial information is presented below: As Previously As Reported Adjustments Restated Balance sheet as of March 9, 2021 (audited) Class A Common Stock Subject to Possible Redemption $ 255,007,660 $ 3,742,340 $ 258,750,000 Class A Common Stock 57 (37 ) 20 Additional Paid-in Capital 5,000,305 (5,000,305 ) — Retained earnings (Accumulated deficit) (1,000 ) 1,258,002 1,257,002 Statement of Stockholder’s Equity as of March 9, 2021 (audited) Class A Common Stock Subject to Possible Redemption $ 255,007,660 $ 3,742,340 $ 258,750,000 Class A Common Stock 57 (37 ) 20 Additional Paid-in Capital 5,000,305 (5,000,305 ) — Retained earnings (Accumulated deficit) (1,000 ) 1,258,002 1,257,002 Balance sheet as of March 31, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 251,661,710 $ 7,097,095 $ 258,758,805 Class A Common Stock 90 (70 ) 20 Additional Paid-in Capital 4,824,923 (4,824,923 ) — Retained earnings (Accumulated deficit) 174,342 (2,272,102 ) (2,097,760 ) Statement of operations for the three months ended March 31, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,166,171 (18,910,676 ) 6,255,495 Basic and diluted net loss per share subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Weighted average non-redeemable common shares outstanding 6,130,619 (1,045,385 ) 5,085,234 Basic and diluted net loss per non-redeemable common share $ 0.03 $ (0.05 ) $ (0.02 ) Statement of Stockholder’s Equity for the three months March 31, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 251,661,710 $ 7,097,095 $ 258,758,805 Class A Common Stock 90 (70 ) 20 Additional Paid-in Capital 4,824,923 (4,824,923 ) — Retained earnings (Accumulated deficit) 174,342 (2,272,102 ) (2,097,760 ) Statement of cash flows for the three months ended March 31, 2021 (unaudited) Initial classification of common stock subject to possible redemption 251,490,834 (251,490,834 ) $ — Change in value of common stock subject to possible redemption 170,876 (170,876 ) $ — Accretion of Class A common stock subject to possible redemption — 8,805 8,805 Balance sheet as of June 30, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 248,917,597 $ 9,852,983 $ 258,770,580 Class A Common Stock 118 (98 ) 20 Additional Paid-in Capital 7,569,007 (7,569,007 ) — Accumulated deficit (2,569,770 ) (2,283,877 ) (4,853,647 ) Statement of operations for the three months ended June 30, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,166,171 708,829 25,875,000 Basic and diluted net loss per share subject to possible redemption $ — $ (0.08 ) $ (0.08 ) Weighted average non-redeemable common shares outstanding 7,377,579 (817,524 ) 6,560,055 Basic and diluted net loss per non-redeemable common share $ (0.37 ) $ 0.29 $ (0.08 ) Statement of operations for the six months ended June 30, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,150,926 (8,853,965 ) 16,296,961 Basic and diluted net loss per share subject to possible redemption $ — $ (0.12 ) $ (0.12 ) Weighted average non-redeemable common shares outstanding 6,806,056 (896,595 ) 5,909,461 Basic and diluted net loss per non-redeemable common share $ (0.38 ) $ 0.26 $ (0.12 ) Statement of Stockholders’ Deficit for the six months ended June 30, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 248,917,597 $ 9,852,983 $ 258,770,580 Class A Common Stock 118 (98 ) 20 Additional Paid-in Capital 7,569,007 (7,569,007 ) — Accumulated deficit (2,569,770 ) (2,283,877 ) (4,853,647 ) Statement of cash flows for the six months ended June 30, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 251,490,826 $ (251,490,826 ) — Change in value of common stock subject to possible redemption (2,573,227 ) 2,573,227 — Accretion of Class A common stock subject to possible redemption — 20,580 20,580 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 04, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Liquidity and Financial Condition We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we 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. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of September 30, 2021 and March 9, 2021, the Private Placement Warrants were accounted for as liabilities, and the Public Warrants were accounted for as equity (see Note 9). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the Private Placement Warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement Warrants initially was estimated using a Binomial Lattice Model (see Note 10). Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC Topic 480”) “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, the entire amount of the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses. Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the For the Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (12,380 ) (1,964,821 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 25,875,000 19,524,725 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.00 ) $ (0.10 ) Non-Redeemable ordinary shares Numerator: Net loss $ (15,485 ) (2,585,255 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 12,380 1,964,821 Net loss attributable to Class A common stock not subject to (3,105 ) (620,433 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,488,750 6,165,339 Basic and diluted net loss per share, ordinary shares (0.00 ) (0.10 ) 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. 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 accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on February 5, 2021 (inception) using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9). Transaction costs amounted to $5,691,351, consisting of $5,175,000 of underwriting fees and $516,351 of other offering costs. In addition, cash of $1,638,850 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 4,616,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or $6,925,000 in the aggregate. The Sponsor purchased an aggregate of 3,850,000 Private Placement Warrants and EarlyBirdCapital purchased an aggregate of 766,667 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On March 4, 2021, the Company effected a 1:1.125 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case, earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $70,000 in fees for these services, respectively. Promissory Note — Related Party On January 13, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of March 9, 2021, there was $149,476 outstanding under the Promissory Note, which was repaid on March 10, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Services Agreement The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial Business Combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate and the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $70,000 in fees for these services, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged Morgan Stanley and EarlyBirdCapital as advisors in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay Morgan Stanley and EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $9,056,250 (exclusive of any applicable finders’ fees which might become payable). |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a less than one-for-one basis. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding 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 to each warrant holder; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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 the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The Company issued to EarlyBirdCapital and its designees 200,000 shares of Class A common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $2,000,000 based upon the price of the Units issued in the Initial Public Offering. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to vote such shares in favor of any proposed Business Combination, (ii) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,786,957 Liabilities: Warrant Liability – Private Placement Warrants 3 3,850,000 Warrant Liability – Underwriters Warrants 3 579,600 The Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Private Placement Warrants for periods where no observable traded price was available. The key inputs into the Binomial Lattice Model for the initial measurement of Private Placement Warrants and subsequent measurement of the Private Placement Warrants are as follows: Term March 9, September 30, Risk-free interest rate 1.00 % 0.97 % Market price of public stock $ 9.84 $ 9.98 Dividend Yield 0.00 % 0.00 % Implied volatility 13.1 % 15.8 % Exercise price $ 11.50 $ 11.50 On March 9, 2021 and September 30, 2021, the Private Placement Warrants were determined to be valued at $0.79 and $1.00 per warrant respectively. Underwriter Warrants on March 9, 2021, March 31, 2021 and September 30, 2021 were valued at $0.62 and $0.76 respectively. The following table presents the changes in the fair value of warrant liabilities: Private Underwriters Warrants Fair value as of March 9, 2021 $ 3,041,500 $ 475,334 Change in valuation inputs or other assumptions 808,500 104,266 Fair value as of September 30, 2021 $ 3,850,000 $ 579,600 During the nine-month period ended September 30, 2021 there were no transfers out of Level 3. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 04, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Liquidity and Financial Condition | Liquidity and Financial Condition We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we 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. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the completion of our Public Offering. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of September 30, 2021 and March 9, 2021, the Private Placement Warrants were accounted for as liabilities, and the Public Warrants were accounted for as equity (see Note 9). For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the Private Placement Warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the Private Placement Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Placement Warrants initially was estimated using a Binomial Lattice Model (see Note 10). |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC Topic 480”) “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, the entire amount of the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended September 30, 2021, due to the valuation allowance recorded on the Company’s net operating losses. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the For the Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (12,380 ) (1,964,821 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 25,875,000 19,524,725 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.00 ) $ (0.10 ) Non-Redeemable ordinary shares Numerator: Net loss $ (15,485 ) (2,585,255 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 12,380 1,964,821 Net loss attributable to Class A common stock not subject to (3,105 ) (620,433 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,488,750 6,165,339 Basic and diluted net loss per share, ordinary shares (0.00 ) (0.10 ) |
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. |
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 accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on February 5, 2021 (inception) using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of previously presented financial information | As Previously As Reported Adjustments Restated Balance sheet as of March 9, 2021 (audited) Class A Common Stock Subject to Possible Redemption $ 255,007,660 $ 3,742,340 $ 258,750,000 Class A Common Stock 57 (37 ) 20 Additional Paid-in Capital 5,000,305 (5,000,305 ) — Retained earnings (Accumulated deficit) (1,000 ) 1,258,002 1,257,002 Statement of Stockholder’s Equity as of March 9, 2021 (audited) Class A Common Stock Subject to Possible Redemption $ 255,007,660 $ 3,742,340 $ 258,750,000 Class A Common Stock 57 (37 ) 20 Additional Paid-in Capital 5,000,305 (5,000,305 ) — Retained earnings (Accumulated deficit) (1,000 ) 1,258,002 1,257,002 Balance sheet as of March 31, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 251,661,710 $ 7,097,095 $ 258,758,805 Class A Common Stock 90 (70 ) 20 Additional Paid-in Capital 4,824,923 (4,824,923 ) — Retained earnings (Accumulated deficit) 174,342 (2,272,102 ) (2,097,760 ) Statement of operations for the three months ended March 31, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,166,171 (18,910,676 ) 6,255,495 Basic and diluted net loss per share subject to possible redemption $ — $ (0.02 ) $ (0.02 ) Weighted average non-redeemable common shares outstanding 6,130,619 (1,045,385 ) 5,085,234 Basic and diluted net loss per non-redeemable common share $ 0.03 $ (0.05 ) $ (0.02 ) Statement of Stockholder’s Equity for the three months March 31, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 251,661,710 $ 7,097,095 $ 258,758,805 Class A Common Stock 90 (70 ) 20 Additional Paid-in Capital 4,824,923 (4,824,923 ) — Retained earnings (Accumulated deficit) 174,342 (2,272,102 ) (2,097,760 ) Statement of cash flows for the three months ended March 31, 2021 (unaudited) Initial classification of common stock subject to possible redemption 251,490,834 (251,490,834 ) $ — Change in value of common stock subject to possible redemption 170,876 (170,876 ) $ — Accretion of Class A common stock subject to possible redemption — 8,805 8,805 Balance sheet as of June 30, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 248,917,597 $ 9,852,983 $ 258,770,580 Class A Common Stock 118 (98 ) 20 Additional Paid-in Capital 7,569,007 (7,569,007 ) — Accumulated deficit (2,569,770 ) (2,283,877 ) (4,853,647 ) Statement of operations for the three months ended June 30, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,166,171 708,829 25,875,000 Basic and diluted net loss per share subject to possible redemption $ — $ (0.08 ) $ (0.08 ) Weighted average non-redeemable common shares outstanding 7,377,579 (817,524 ) 6,560,055 Basic and diluted net loss per non-redeemable common share $ (0.37 ) $ 0.29 $ (0.08 ) Statement of operations for the six months ended June 30, 2021 (unaudited) Weighted average common shares subject to possible redemption 25,150,926 (8,853,965 ) 16,296,961 Basic and diluted net loss per share subject to possible redemption $ — $ (0.12 ) $ (0.12 ) Weighted average non-redeemable common shares outstanding 6,806,056 (896,595 ) 5,909,461 Basic and diluted net loss per non-redeemable common share $ (0.38 ) $ 0.26 $ (0.12 ) Statement of Stockholders’ Deficit for the six months ended June 30, 2021 (unaudited) Class A Common Stock Subject to Possible Redemption $ 248,917,597 $ 9,852,983 $ 258,770,580 Class A Common Stock 118 (98 ) 20 Additional Paid-in Capital 7,569,007 (7,569,007 ) — Accumulated deficit (2,569,770 ) (2,283,877 ) (4,853,647 ) Statement of cash flows for the six months ended June 30, 2021 (unaudited) Initial classification of common stock subject to possible redemption $ 251,490,826 $ (251,490,826 ) — Change in value of common stock subject to possible redemption (2,573,227 ) 2,573,227 — Accretion of Class A common stock subject to possible redemption — 20,580 20,580 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | For the For the Ordinary shares subject to possible redemption Net loss allocable to Class A common stock subject to possible redemption $ (12,380 ) (1,964,821 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 25,875,000 19,524,725 Basic and Diluted net income per share, Redeemable Ordinary Shares $ (0.00 ) $ (0.10 ) Non-Redeemable ordinary shares Numerator: Net loss $ (15,485 ) (2,585,255 ) Less: Net loss attributable to Class A common stock not subject to possible redemption 12,380 1,964,821 Net loss attributable to Class A common stock not subject to (3,105 ) (620,433 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, ordinary shares 6,488,750 6,165,339 Basic and diluted net loss per share, ordinary shares (0.00 ) (0.10 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of information about the Company’s assets that are measured at fair value | Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 258,786,957 Liabilities: Warrant Liability – Private Placement Warrants 3 3,850,000 Warrant Liability – Underwriters Warrants 3 579,600 |
Schedule of binomial lattice model for initial measurement of private placement warrants | Term March 9, September 30, Risk-free interest rate 1.00 % 0.97 % Market price of public stock $ 9.84 $ 9.98 Dividend Yield 0.00 % 0.00 % Implied volatility 13.1 % 15.8 % Exercise price $ 11.50 $ 11.50 |
Schedule of changes in fair value of warrant liabilities | Private Underwriters Warrants Fair value as of March 9, 2021 $ 3,041,500 $ 475,334 Change in valuation inputs or other assumptions 808,500 104,266 Fair value as of September 30, 2021 $ 3,850,000 $ 579,600 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Mar. 09, 2021 | Sep. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per shares (in Dollars per share) | $ 10 | $ 10 |
Transaction costs | $ 5,691,351 | |
Underwriting fee | 5,175,000 | |
Other offering costs | $ 516,351 | |
Net proceeds amount | $ 258,750,000 | |
Fair market value percentage | 80.00% | |
Ownership percentage | 50.00% | |
Public per shares (in Dollars per share) | $ 10 | |
Aggregate public share percentage | 15.00% | |
Public shares, percentage | 100.00% | |
Interest payabale | $ 100,000 | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares (in Dollars per share) | $ 25,875,000 | |
Underwriter units exercise (in Shares) | 3,375,000 | |
Price per shares (in Dollars per share) | $ 10 | |
Gross proceeds | $ 258,750,000 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per shares (in Dollars per share) | $ 1.5 | |
Gross proceeds | $ 6,925,000 | |
Warrants shares (in Shares) | 4,616,667 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statement (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statement (Details) - Schedule of previously presented financial information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 09, 2021 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | $ 248,917,597 | $ 251,661,710 | $ 248,917,597 | $ 255,007,660 |
Class A Common Stock | 118 | 90 | 118 | 57 |
Additional Paid-in Capital | 7,569,007 | 4,824,923 | 7,569,007 | 5,000,305 |
Accumulated deficit | $ (2,569,770) | $ 174,342 | $ (2,569,770) | (1,000) |
Statement of operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average common shares subject to possible redemption (in Shares) | 25,166,171 | 25,166,171 | 25,150,926 | |
Basic and diluted net loss per share subject to possible redemption (in Dollars per share) | ||||
Weighted average non-redeemable common shares outstanding (in Shares) | 7,377,579 | 6,130,619 | 6,806,056 | |
Basic and diluted net loss per non-redeemable common share (in Shares) | (0.37) | 0.03 | (0.38) | |
Statement of cash flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial classification of common stock subject to possible redemption | $ 251,490,834 | $ 251,490,826 | ||
Change in value of common stock subject to possible redemption | 170,876 | (2,573,227) | ||
Accretion of Class A common stock subject to possible redemption | ||||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | $ 9,852,983 | 7,097,095 | 9,852,983 | 3,742,340 |
Class A Common Stock | (98) | (70) | (98) | (37) |
Additional Paid-in Capital | (7,569,007) | (4,824,923) | (7,569,007) | (5,000,305) |
Accumulated deficit | $ (2,283,877) | $ (2,272,102) | $ (2,283,877) | 1,258,002 |
Statement of operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average common shares subject to possible redemption (in Shares) | 708,829 | (18,910,676) | (8,853,965) | |
Basic and diluted net loss per share subject to possible redemption (in Dollars per share) | $ (0.08) | $ (0.02) | $ (0.12) | |
Weighted average non-redeemable common shares outstanding (in Shares) | (817,524) | (1,045,385) | (896,595) | |
Basic and diluted net loss per non-redeemable common share (in Shares) | 0.29 | (0.05) | 0.26 | |
Statement of cash flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial classification of common stock subject to possible redemption | $ (251,490,834) | $ (251,490,826) | ||
Change in value of common stock subject to possible redemption | (170,876) | 2,573,227 | ||
Accretion of Class A common stock subject to possible redemption | 8,805 | 20,580 | ||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Class A Common Stock Subject to Possible Redemption | $ 258,770,580 | 258,758,805 | 258,770,580 | 258,750,000 |
Class A Common Stock | 20 | 20 | 20 | 20 |
Additional Paid-in Capital | ||||
Accumulated deficit | $ (4,853,647) | $ (2,097,760) | $ (4,853,647) | $ 1,257,002 |
Statement of operations for the three months ended March 31, 2021 (unaudited) | ||||
Weighted average common shares subject to possible redemption (in Shares) | 25,875,000 | 6,255,495 | 16,296,961 | |
Basic and diluted net loss per share subject to possible redemption (in Dollars per share) | $ (0.08) | $ (0.02) | $ (0.12) | |
Weighted average non-redeemable common shares outstanding (in Shares) | 6,560,055 | 5,085,234 | 5,909,461 | |
Basic and diluted net loss per non-redeemable common share (in Shares) | (0.08) | (0.02) | (0.12) | |
Statement of cash flows for the three months ended March 31, 2021 (unaudited) | ||||
Initial classification of common stock subject to possible redemption | ||||
Change in value of common stock subject to possible redemption | ||||
Accretion of Class A common stock subject to possible redemption | $ 8,805 | $ 20,580 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Statutory tax rate | 21.00% |
Federal Depository Insurance Coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Ordinary shares subject to possible redemption | ||
Net loss allocable to Class A common stock subject to possible redemption | $ (12,380) | $ (1,964,821) |
Denominator: Weighted Average Class A | ||
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 25,875,000 | 19,524,725 |
Basic and Diluted net income per share, Redeemable Ordinary Shares (in Shares) | 0 | (0.1) |
Non-Redeemable Ordinary Shares [Member] | ||
Numerator: | ||
Net loss | $ (15,485) | $ (2,585,255) |
Less: Net loss attributable to Class A common stock not subject to possible redemption | 12,380 | 1,964,821 |
Net loss attributable to Class A common stock not subject to Possible redemption | $ (3,105) | $ (620,433) |
Denominator: Weighted Average Non-Redeemable | ||
Basic and diluted weighted average shares outstanding, ordinary shares (in Shares) | 6,488,750 | 6,165,339 |
Basic and diluted net loss per share, ordinary shares (in Dollars per share) | $ 0 | $ (0.1) |
Public Offering (Details)
Public Offering (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Public Offering (Details) [Line Items] | |
Sale of stock description | Each Unit consists of one share of the Company’s Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share |
Transaction costs | $ 5,691,351 |
Underwriting fees | 5,175,000 |
Other offering costs | 516,351 |
Cash | $ 1,638,850 |
Initial Public Offering [Member] | |
Public Offering (Details) [Line Items] | |
Number of shares (in Shares) | shares | 25,875,000 |
Over-Allotment Option [Member] | |
Public Offering (Details) [Line Items] | |
Sale of stock units (in Shares) | shares | 3,375,000 |
Purchase price per unit (in Shares) | shares | 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Mar. 09, 2021 | |
Private Placement (Details) [Line Items] | ||
Private placement warrant price (in Dollars per share) | $ 9.98 | $ 9.84 |
Private Placement Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Private placement warrant price (in Dollars per share) | $ 1.5 | |
Number of private placement warrants agreed to purchase (in Dollars) | $ 6,925,000 | |
Exercise of Warrants, description | Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. | |
Early Bird Capital [Member] | Private Placement Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of private placement warrants agreed to purchase | 766,667 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of private placement warrants agreed to purchase | 3,850,000 | |
Sponsor [Member] | Early Bird Capital [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of private placement warrants agreed to purchase | 4,616,667 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 04, 2021 | Jan. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 09, 2021 |
Related Party Transactions (Details) [Line Items] | |||||
Stock split, description | On March 4, 2021, the Company effected a 1:1.125 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding. | ||||
Outstanding promissory note | $ 149,476 | ||||
Working capital loan amount | $ 1,500,000 | $ 1,500,000 | |||
Private Placement Warrants [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Warrant price (in Dollars per share) | $ 1.5 | $ 1.5 | |||
Sponsor [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Payment to cover offering costs | $ 25,000 | ||||
Monthly payment for office space, administrative and support services | $ 10,000 | ||||
Sponsor [Member] | Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Number of shares forfeiture by sponsor (in Shares) | 843,750 | ||||
Percentage of issued and outstanding shares | 20.00% | ||||
Exceptions not to transfer, assign or sell of founder shares, description | The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case, earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||
Promissory Note [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate principal amount of promissory note | $ 300,000 | ||||
Vice President [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Monthly payment for assisting company | $ 10,000 | ||||
Administrative Services Agreement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Payment for service fee | $ 30,000 | 70,000 | |||
Services Agreement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Payment for service fee | $ 30,000 | $ 70,000 | |||
Class B common stock [Member] | Sponsor [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Number of common stock issued to sponsor (in Shares) | 5,750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Business combination percentage | 3.50% |
Gross proceeds | $ 9,056,250 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Warrant, description | In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a less than one-for-one basis. |
Class A Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 380,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 26,075,000 |
Common stock, shares outstanding | 26,075,000 |
Common stock, shares issued | 200,000 |
Common stock, shares outstanding | 200,000 |
Converted basis percentage | 20.00% |
Class B Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 6,468,750 |
Common stock, shares outstanding | 6,468,750 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Warrants (Details) [Line Items] | |
Warrant expiration term | 5 years |
Warrant redemption, description | Once the warrants become exercisable, the Company may redeem the outstanding 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 to each warrant holder; and ● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). |
Description on business combination | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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 the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price. |
Representative Shares [Member] | |
Warrants (Details) [Line Items] | |
Shares Issued | shares | 200,000 |
Fair value of shares | $ | $ 2,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Sep. 30, 2021 | Mar. 09, 2021 |
Private Placement [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 1 | $ 0.79 |
Underwriters Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 0.76 | $ 0.62 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of information about the Company’s assets that are measured at fair value | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 258,786,957 |
Level 3 [Member] | |
Liabilities: | |
Warrant Liability – Private Placement Warrants | 3,850,000 |
Warrant Liability – Underwriters Warrants | $ 579,600 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrants - $ / shares | Mar. 09, 2021 | Sep. 30, 2021 |
Schedule of binomial lattice model for initial measurement of private placement warrants [Abstract] | ||
Risk-free interest rate | 1.00% | 0.97% |
Market price of public stock (in Dollars per share) | $ 9.84 | $ 9.98 |
Dividend Yield | 0.00% | 0.00% |
Implied volatility | 13.10% | 15.80% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value beginning | $ 3,041,500 |
Change in valuation inputs or other assumptions | 808,500 |
Fair value ending | 3,850,000 |
Underwriters Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value beginning | 475,334 |
Change in valuation inputs or other assumptions | 104,266 |
Fair value ending | $ 579,600 |