AF Acquisition (AFAQ) 10-Q 19 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 09, 2021
Document Information Line Items
Entity Registrant Name	AF ACQUISITION CORP.
Trading Symbol	AFAQ
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001841661
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	333-253544
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1456857
Entity Address, Address Line One	139 North Country Road
Entity Address, Address Line Two	Floor 2
Entity Address, City or Town	Suite 35Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33480
City Area Code	(561)
Local Phone Number	838-9494
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		22,400,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,600,000

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 923,773
Prepaid expenses, current	220,995
Total current assets	1,144,768
Investments held in Trust Account	224,018,282
Prepaid expenses, non-current	96,833
Total Assets	225,259,883
Current liabilities:
Accrued expenses - related party	6,667
Accounts payable and accrued expenses	6,033
Franchise tax payable	139,344
Total current liabilities	152,044
Warrant liabilities	6,693,867
Deferred underwriting fee payable	7,840,000
Total Liabilities	14,685,911
Commitments (Note 7)
Class A common stock, $0.0001 par value, subject to possible redemption; 22,400,000 shares at redemption value	224,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued or outstanding (excluding 22,400,000 shares subject to possible redemption)
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,600,000 shares issued and outstanding	560
Additional paid-in capital
Accumulated deficit	(13,426,588)
Total Stockholders’ Deficit	(13,426,028)
Total Liabilities and Stockholders’ Deficit	$ 225,259,883

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, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock subject to possible redemption, Shares	22,400,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,600,000
Common stock, shares outstanding	5,600,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 198,167	$ 419,325
Franchise tax expense	50,273	139,344
Loss from operations	(248,440)	(558,669)
Expensed offering costs		(686,818)
Unrealized gain on investments held in Trust Account	11,517	14,017
Dividend income	4,265	4,265
Loss on sale of private placement warrants		(224,333)
Change in fair value of warrant liabilities	3,869,933	11,833,800
Interest income	18	48
Net income	$ 3,637,293	$ 10,382,310
Class A Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	22,400,000	16,907,280
Basic and diluted net income per share (in Dollars per share)	$ 0.13	$ 0.46
Class B Common Stock
Basic and diluted weighted average shares outstanding (in Shares)	5,600,000	5,439,080
Basic and diluted net income per share (in Dollars per share)	$ 0.13	$ 0.46

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 12, 2021
Balance (in Shares) at Jan. 12, 2021
Issuance of Class B common stock to Sponsor	[1]		$ 575	24,425		25,000
Issuance of Class B common stock to Sponsor (in Shares)	[1]		5,750,000
Accretion of Class A common stock subject to redemption value				(24,425)	(23,808,913)	(23,833,338)
Accretion of Class A common stock subject to redemption value (in Shares)
Net income (loss)					(2,526,353)	(2,526,353)
Balance at Mar. 31, 2021			$ 575		(26,335,266)	(26,334,691)
Balance (in Shares) at Mar. 31, 2021			5,750,000
Forfeiture of Class B common stock	[2]		$ (15)		15
Forfeiture of Class B common stock (in Shares)	[2]		(150,000)
Net income (loss)					9,271,370	9,271,370
Balance at Jun. 30, 2021			$ 560		(17,063,881)	(17,063,321)
Balance (in Shares) at Jun. 30, 2021			5,600,000
Net income (loss)					3,637,293	3,637,293
Balance at Sep. 30, 2021			$ 560		$ (13,426,588)	$ (13,426,028)
Balance (in Shares) at Sep. 30, 2021			5,600,000
[1]	On March 23, 2021, the underwriters partially exercised the over-allotment option; thus, 150,000 shares of Class B common stock remain subject to forfeiture as of March 31, 2021.
[2]	On May 12, 2021, as a result of the expiration of the remaining portion of the underwriters’ over-allotment option, 150,000 shares of Class B common stock were forfeited.

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	9 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 10,382,310
Adjustments to reconcile net loss to net cash used in operations:
Expensed offering costs	686,818
Change in fair value of warrant liabilities	(11,833,800)
Unrealized gain on investments held in Trust Account	(14,017)
Dividend income	(4,265)
Loss on sale of private placement warrants	224,333
Changes in operating assets and liabilities:
Prepaid expenses, current and non-current	(317,830)
Accrued expenses - related party	6,667
Accounts payable and accrued expenses	6,033
Franchise tax payable	139,344
Net cash used in operating activities	(724,407)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(224,000,000)
Net cash used in investing activities	(224,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from issuance of promissory note to Sponsor	125,000
Repayment of promissory note to Sponsor	(125,000)
Payment of offering costs	(626,820)
Proceeds from initial public offering, net of underwriter’s discount paid	219,520,000
Proceeds from sale of private placement warrants	6,730,000
Net cash provided by financing activities	225,648,180
Net change in cash	923,773
Cash - beginning of period
Cash - end of period	923,773
Supplemental disclosure of noncash investing and financing activities:
Initial classification of warrant liabilities	18,527,667
Deferred underwriting fee payable	7,840,000
Accretion of Class A common stock subject to redemption to redemption value	23,833,338
Reclassification of deferred offering costs to equity upon completion of the initial public offering	626,821
Forfeiture of Class B common stock	$ 15

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 AF Acquisition Corp. (the “Company” or “AF”) is a blank check company incorporated in Delaware on January 12, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 for the period from January 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 18, 2021. On March 23, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4. Simultaneously with the closing of the Initial Public Offering, the underwriters partially exercised their over-allotment option. As such, on March 23, 2021, the Company consummated the sale of an additional 2,400,000 Units, at $10.00 per Unit, generating total gross proceeds of $24,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,486,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to AF Sponsor LLC (the “Sponsor”) generating gross proceeds of $6,730,000, which is described in Note 5. Following the closing of the Initial Public Offering, an amount of $224,000,000 ($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 (as defined in Note 5) was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $12,946,821, consisting of $4,480,000 of cash underwriting fees, $7,840,000 of deferred underwriting fees and $626,821 of other costs. In addition, at September 30, 2021, $923,773 of cash was held outside of the Trust Account and is available for working capital purposes. 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. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 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. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 legal reasons, the Company will, pursuant to its second amended and restated Certificate of Incorporation (the “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 legal 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving 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 don’t 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 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 has agreed to waive (i) redemption rights with respect to any Founder Shares and Public Shares held in connection with the completion of an initial Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held in connection with a stockholder vote to approve an amendment to an amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or any extended period of time that the Company may have to consummate an initial Business Combination. The Company will have until March 23, 2023 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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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. Liquidity and Capital Resources As of September 30, 2021, the Company had $923,773 in cash held outside of the Trust Account and working capital of $1,132,068. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $125,000 under an unsecured and non-interest bearing promissory note with a maximum borrowing capacity of $300,000 (see Note 6). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these 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 Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In accordance with ASC 480-10-S99 The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, Class A and Class B common stock share pro rata in the income and losses of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated: June 30, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 201,936,670 $ 22,063,330 $ 224,000,000 Class A common stock $ 221 $ (221 ) $ — Retained earnings (accumulated deficit) $ 4,999,228 $ (22,063,109 ) $ (17,063,881 ) Total stockholders' equity (deficit) $ 5,000,009 $ (22,063,330 ) $ (17,063,321 ) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 20,193,667 2,206,333 22,400,000 Basic and diluted net income per share, Class A Common Stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 7,806,333 (2,206,333 ) 5,600,000 Basic and diluted net income per share, Class B Common Stock $ 1.19 $ (0.86 ) $ 0.33 Condensed Statement of Operations for the Period from January 12, 2021 (Inception) Through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 20,193,667 (7,071,774 ) 13,121,893 Basic and diluted net income per share, Class A Common Stock $ 0.00 $ 0.37 $ 0.37 Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 7,557,812 (2,206,333 ) 5,351,479 Basic and diluted net income per share, Class B Common Stock $ 0.89 $ (0.52 ) $ 0.37 Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited) Measurement adjustment of redeemable common stock $ (9,271,372 ) $ 9,271,372 $ — Supplemental disclosures of non-cash investing and financing activities Class A common stock subject to possible redemption $ 201,936,670 $ (201,936,670 ) $ — Accretion of Class A common stock subject to redemption to redemption value $ — $ 23,833,338 $ 23,833,338 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 31, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 192,665,298 $ 31,334,702 $ 224,000,000 Class A common stock $ 313 $ (313 ) $ — Additional paid-in capital $ 7,525,476 $ (7,525,476 ) $ — Accumulated deficit $ (2,526,353 ) $ (23,808,913 ) $ (26,335,266 ) Total stockholders' equity (deficit) $ 5,000,011 $ (31,334,702 ) $ (26,334,691 ) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 19,266,530 (16,969,094 ) 2,297,436 Basic and diluted net loss per share, Class A Common Stock $ (0.00 ) $ (0.34 ) $ (0.34 ) Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 8,733,470 (3,671,932 ) 5,061,538 Basic and diluted net loss per share, Class B Common Stock $ (0.29 ) $ (0.05 ) $ (0.34 ) Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited) Sale of 22,400,000 units in Initial Public Offering, net of offering costs $ 200,390,996 $ (200,390,996 ) $ — Class A common stock subject to possible redemption $ (192,665,299 ) $ 192,665,299 $ — Accretion of Class A common stock to redemption amount $ — $ (23,833,338 ) $ (23,833,338 ) Condensed Statement of Cash Flows for the Three Months Supplemental disclosures of non-cash investing and financing activities Class A common stock subject to possible redemption $ 192,665,299 $ (192,665,299 ) $ — Accretion of Class A common stock to redemption amount $ — $ 23,833,338 $ 23,833,338 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 23, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (audited) Class A common stock subject to possible redemption $ 194,372,131 $ 29,627,869 $ 224,000,000 Class A common stock $ 296 $ (296 ) $ — Additional paid-in capital $ 5,910,281 $ (5,910,281 ) $ — Accumulated deficit $ (911,151 ) $ (23,717,292 ) $ (24,628,443 ) Total stockholders' equity (deficit) $ 5,000,001 $ (29,627,869 ) $ (24,627,868 )

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 of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive 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 final prospectus for its Initial Public Offering as filed with the SEC on March 22, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on March 24, 2021 and March 29, 2021. The interim results for the Period from January 12, 2021 (Inception) Through 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. The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of warrant liabilities as further described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 22,400,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 224,000,000 Less: Proceeds allocated to Public Warrants (11,573,335 ) Issuance costs allocated to Class A common stock (12,260,003 ) Plus: Accretion of carrying value to redemption value 23,833,338 Class A common stock subject to possible redemption $ 224,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering Warrant Liabilities 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 ASC 480 and 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 stock, 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. 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10). Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, 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. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,953,334 shares in the calculation of diluted net income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,909,834 $ 727,459 $ 7,855,267 $ 2,527,043 Denominator: Basic and diluted weighted average shares outstanding 22,400,000 5,600,000 16,907,280 5,439,080 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.46 $ 0.46 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2021
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 22,400,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,400,000, at $10.00 per Unit, generating gross proceeds of $224,000,000. Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-third 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 8).

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 purchased an aggregate of 4,486,667 warrants at a price of $1.50 per warrant in a private placement (the “Private Placement Warrants”) generating gross proceeds of $6,730,000. 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. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

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 In January 2021, the Sponsor paid $25,000 in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares initially included an aggregate of up to 750,000 shares subject to forfeiture, on a pro rata basis, to the extent that the underwriter’s over-allotment is 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. On March 23, 2021, the underwriters partially exercised the over-allotment option; thus, only 150,000 shares of Class B common stock remained subject to forfeiture at March 31, 2021. On May 12, 2021, as a result of the expiration of the remaining portion of the underwriters' over-allotment option, 150,000 shares of Class B common stock were forfeited. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) 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 any 30-trading day period commencing at least 150 after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Promissory Note - Related Party On January 12, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $125,000 was repaid on March 23, 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. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay the Sponsor a total of $25,000 per month for secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended September 30, 2021, and the period from January 12, 2021 (Inception) through September 30, 2021, the Company incurred expenses of $75,000 and $141,667, respectively. Accrued Expenses - Related Party As of September 30, 2021, the Company had $6,667 in accrued administrative support agreement payments, which are payable on demand to AF Ventures, LP and Mistral Capital Management, LLC, whose terms are stated in the Company’s Administrative Support Agreement.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 23, 2021 the underwriters purchased an additional 2,400,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $24,000,000 to the Company. On May 12, 2021, as a result of the expiration of the remaining portion of the underwriters’ over-allotment option, 150,000 shares of Class B common stock were forfeited. The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $4,480,000 in the aggregate. In addition, $0.35 per Unit, or $7,840,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2021
Warrants [Abstract]
WARRANTS	NOTE 8. WARRANTS Redeemable Warrants At September 30, 2021, there were 7,466,667 Public Warrants and 4,486,667 Private Placement Warrants outstanding. Each whole Redeemable Warrant is exercisable to purchase one share of Class A common stock and only whole warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade requiring a purchase at least three units to receive or trade a whole warrant. The warrants will expire five years after the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it 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 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 (60 th Once the Warrants become exercisable, the Company may redeem the Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 180% of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the Initial Business Combination and they will not be redeemable so long as they are held by the Company’s Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis the Public Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor, or its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Initial Business Combination. If they remain affiliated with the Company, their ability to sell the Company’s securities in the open market will be significantly limited. The Company expects to have policies in place that prohibit insiders from selling the Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, the Company believes that allowing the holders to exercise such warrants on a cashless basis is appropriate. The Company’s Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date the Company completes its Initial Business Combination. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2021
Stockholders Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9. STOCKHOLDERS’ DEFICIT 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 shareholders except as required by law. Prior to an initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of an initial Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with an initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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 following table presents information about the Company’s financial 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 Amount at Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 224,018,282 $ 224,018,282 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,181,334 $ 4,181,334 $ — $ — Warrant liability – Private Placement Warrants $ 2,512,533 $ — $ — $ 2,512,533 The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker AFAQW. The quoted price of the Public Warrants was $0.56 per warrant as of September 30, 2021. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in June 2021 after the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Monte Carlo Simulation for the initial fair value of the Public Warrants: As of As of Stock Price on Valuation Date $ 9.77 $ 9.74 Strike price (Exercise Price Share) $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % * Term (in years) 6.59 6.06 Volatility 4% pre-merger / 9.7% implied by Public Warrant Market Price Risk-free rate 1.19 % 1.16 % Fair value of warrants $ 1.55 $ 0.56 *The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: As of As of Stock price $ 9.77 $ 9.74 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % 100.0 % Dividend yield — % — % Term (in years) 6.59 6.06 Volatility 21.6 % 9.7 % Risk-free rate 1.2 % 1.2 % Fair value of warrants $ 1.55 $ 0.56 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of January 12, 2021 (inception) $ — Initial measurement at March 23, 2021 18,527,667 Change in fair value 1,553,934 Fair value as of March 31, 2021 20,081,601 Transfer of Public Warrants to Level 1 measurement (12,544,001 ) Change in fair value (3,544,467 ) Fair value as of June 30, 2021 3,993,133 Change in fair value (1,480,600 ) Fair value as of September 30, 2021 $ 2,512,533 The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $3,869,933 within change in fair value of warrant liabilities in the condensed statements of operations during the three months ended September 30, 2021. The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $11,833,800 within change in fair value of warrant liabilities in the condensed statements of operations during the period from January 12, 2021 (Inception) through September 30, 2021.

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. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive 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 final prospectus for its Initial Public Offering as filed with the SEC on March 22, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on March 24, 2021 and March 29, 2021. The interim results for the Period from January 12, 2021 (Inception) Through 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. The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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 statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in the financial statements is the determination of the fair value of warrant liabilities as further described below. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021.
Investments Held in Trust Account	Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 22,400,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 224,000,000 Less: Proceeds allocated to Public Warrants (11,573,335 ) Issuance costs allocated to Class A common stock (12,260,003 ) Plus: Accretion of carrying value to redemption value 23,833,338 Class A common stock subject to possible redemption $ 224,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering
Warrant Liabilities	Warrant Liabilities 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 ASC 480 and 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 stock, 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. 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. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial fair value of the Public Warrants was estimated using a Monte Carlo simulation approach and the fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes model (see Note 10).
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, 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.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,953,334 shares in the calculation of diluted net income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,909,834 $ 727,459 $ 7,855,267 $ 2,527,043 Denominator: Basic and diluted weighted average shares outstanding 22,400,000 5,600,000 16,907,280 5,439,080 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.46 $ 0.46
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of financial statement	June 30, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 201,936,670 $ 22,063,330 $ 224,000,000 Class A common stock $ 221 $ (221 ) $ — Retained earnings (accumulated deficit) $ 4,999,228 $ (22,063,109 ) $ (17,063,881 ) Total stockholders' equity (deficit) $ 5,000,009 $ (22,063,330 ) $ (17,063,321 ) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 20,193,667 2,206,333 22,400,000 Basic and diluted net income per share, Class A Common Stock $ 0.00 $ 0.33 $ 0.33 Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 7,806,333 (2,206,333 ) 5,600,000 Basic and diluted net income per share, Class B Common Stock $ 1.19 $ (0.86 ) $ 0.33 Condensed Statement of Operations for the Period from January 12, 2021 (Inception) Through June 30, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 20,193,667 (7,071,774 ) 13,121,893 Basic and diluted net income per share, Class A Common Stock $ 0.00 $ 0.37 $ 0.37 Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 7,557,812 (2,206,333 ) 5,351,479 Basic and diluted net income per share, Class B Common Stock $ 0.89 $ (0.52 ) $ 0.37 Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited) Measurement adjustment of redeemable common stock $ (9,271,372 ) $ 9,271,372 $ — Supplemental disclosures of non-cash investing and financing activities Class A common stock subject to possible redemption $ 201,936,670 $ (201,936,670 ) $ — Accretion of Class A common stock subject to redemption to redemption value $ — $ 23,833,338 $ 23,833,338 (1) Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances. March 31, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (unaudited) Class A common stock subject to possible redemption $ 192,665,298 $ 31,334,702 $ 224,000,000 Class A common stock $ 313 $ (313 ) $ — Additional paid-in capital $ 7,525,476 $ (7,525,476 ) $ — Accumulated deficit $ (2,526,353 ) $ (23,808,913 ) $ (26,335,266 ) Total stockholders' equity (deficit) $ 5,000,011 $ (31,334,702 ) $ (26,334,691 ) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) Basic and diluted weighted average shares outstanding, Class A Common Stock 19,266,530 (16,969,094 ) 2,297,436 Basic and diluted net loss per share, Class A Common Stock $ (0.00 ) $ (0.34 ) $ (0.34 ) Basic and diluted weighted average shares outstanding, Class B Common Stock (1) 8,733,470 (3,671,932 ) 5,061,538 Basic and diluted net loss per share, Class B Common Stock $ (0.29 ) $ (0.05 ) $ (0.34 ) Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited) Sale of 22,400,000 units in Initial Public Offering, net of offering costs $ 200,390,996 $ (200,390,996 ) $ — Class A common stock subject to possible redemption $ (192,665,299 ) $ 192,665,299 $ — Accretion of Class A common stock to redemption amount $ — $ (23,833,338 ) $ (23,833,338 ) Condensed Statement of Cash Flows for the Three Months Supplemental disclosures of non-cash investing and financing activities Class A common stock subject to possible redemption $ 192,665,299 $ (192,665,299 ) $ — Accretion of Class A common stock to redemption amount $ — $ 23,833,338 $ 23,833,338 March 23, 2021 Previously Reported Adjustment As Restated Condensed Balance Sheet (audited) Class A common stock subject to possible redemption $ 194,372,131 $ 29,627,869 $ 224,000,000 Class A common stock $ 296 $ (296 ) $ — Additional paid-in capital $ 5,910,281 $ (5,910,281 ) $ — Accumulated deficit $ (911,151 ) $ (23,717,292 ) $ (24,628,443 ) Total stockholders' equity (deficit) $ 5,000,001 $ (29,627,869 ) $ (24,627,868 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of condensed balance sheet are reconciled	Gross proceeds $ 224,000,000 Less: Proceeds allocated to Public Warrants (11,573,335 ) Issuance costs allocated to Class A common stock (12,260,003 ) Plus: Accretion of carrying value to redemption value 23,833,338 Class A common stock subject to possible redemption $ 224,000,000
Schedule of basic and diluted net income (loss) per common share	Three Months Ended Nine Months Ended Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 2,909,834 $ 727,459 $ 7,855,267 $ 2,527,043 Denominator: Basic and diluted weighted average shares outstanding 22,400,000 5,600,000 16,907,280 5,439,080 Basic and diluted net income per share $ 0.13 $ 0.13 $ 0.46 $ 0.46

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	Description Amount at Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 224,018,282 $ 224,018,282 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,181,334 $ 4,181,334 $ — $ — Warrant liability – Private Placement Warrants $ 2,512,533 $ — $ — $ 2,512,533
Schedule of initial fair value of the public and private placement warrants	As of As of Stock Price on Valuation Date $ 9.77 $ 9.74 Strike price (Exercise Price Share) $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % * Term (in years) 6.59 6.06 Volatility 4% pre-merger / 9.7% implied by Public Warrant Market Price Risk-free rate 1.19 % 1.16 % Fair value of warrants $ 1.55 $ 0.56 *The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants. As of As of Stock price $ 9.77 $ 9.74 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 85.0 % 100.0 % Dividend yield — % — % Term (in years) 6.59 6.06 Volatility 21.6 % 9.7 % Risk-free rate 1.2 % 1.2 % Fair value of warrants $ 1.55 $ 0.56
Schedule of changes in the fair value of Level 3 financial instruments	Fair value as of January 12, 2021 (inception) $ — Initial measurement at March 23, 2021 18,527,667 Change in fair value 1,553,934 Fair value as of March 31, 2021 20,081,601 Transfer of Public Warrants to Level 1 measurement (12,544,001 ) Change in fair value (3,544,467 ) Fair value as of June 30, 2021 3,993,133 Change in fair value (1,480,600 ) Fair value as of September 30, 2021 $ 2,512,533

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 23, 2021	Sep. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 6,730,000
Sale of warrants shares (in Shares)		4,486,667
Warrants price per share (in Dollars per share)		$ 1.5
Transaction costs		$ 12,946,821
Cash underwriting fees		4,480,000
Deferred underwriting fees		7,840,000
Other cost		626,821
Cash held to trust account		$ 923,773
Fair market value, percentage		80.00%
Business combination acquires, percentage		50.00%
Price per public share (in Dollars per share)		$ 10
Net tangible assets		$ 5,000,001
Aggregate of public share percentage		15.00%
Redeem price percentage		100.00%
Interest to pay dissolution expenses		$ 100,000
Public price per share (in Dollars per share)		$ 10
Cash held in Trust account		$ 923,773
Working capital		1,132,068
Loan amount		125,000
Maximum borrowing capacity		$ 300,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock shares (in Shares)	20,000,000
Sale of price per share (in Dollars per share)	$ 10	$ 10
Generating gross proceeds	$ 200,000,000
Additional sale of stock shares (in Shares)	2,400,000
Additional sale of price per share (in Dollars per share)	$ 10
Generating total gross proceeds	$ 24,000,000
Net Proceeds		$ 224,000,000
Price per public share (in Dollars per share)		$ 10
Founder Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock units		$ 25,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statement - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Mar. 23, 2021
Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption		$ 201,936,670	$ 192,665,298	$ 201,936,670	$ 194,372,131
Class A common stock		221	313	221	296
Additional paid-in capital			7,525,476		5,910,281
Retained earnings (accumulated deficit)		4,999,228	(2,526,353)	4,999,228	(911,151)
Total stockholders' equity (deficit)		5,000,009	5,000,011	$ 5,000,009	5,000,001
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited)
Sale of 22,400,000 units in Initial Public Offering, net of offering costs			200,390,996
Class A common stock subject to possible redemption			(192,665,299)
Accretion of Class A common stock to redemption amount
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited)
Measurement adjustment of redeemable common stock		(9,271,372)
Supplemental disclosures of non-cash investing and financing activities
Class A common stock subject to possible redemption		201,936,670	192,665,299
Accretion of Class A common stock to redemption amount
Accretion of Class A common stock subject to redemption to redemption value
Previously Reported [Member] | Class A Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)		20,193,667	19,266,530	20,193,667
Basic and diluted net income per share (in Dollars per share)		$ 0	$ 0	$ 0
Previously Reported [Member] | Class B Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)	[1]	7,806,333	8,733,470	7,557,812
Basic and diluted net income per share (in Dollars per share)		$ 1.19	$ (0.29)	$ 0.89
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption		$ 22,063,330	$ 31,334,702	$ 22,063,330	29,627,869
Class A common stock		(221)	(313)	(221)	(296)
Additional paid-in capital			(7,525,476)		(5,910,281)
Retained earnings (accumulated deficit)		(22,063,109)	(23,808,913)	(22,063,109)	(23,717,292)
Total stockholders' equity (deficit)		(22,063,330)	(31,334,702)	$ (22,063,330)	(29,627,869)
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited)
Sale of 22,400,000 units in Initial Public Offering, net of offering costs			(200,390,996)
Class A common stock subject to possible redemption			192,665,299
Accretion of Class A common stock to redemption amount			(23,833,338)
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited)
Measurement adjustment of redeemable common stock		9,271,372
Supplemental disclosures of non-cash investing and financing activities
Class A common stock subject to possible redemption		(201,936,670)	(192,665,299)
Accretion of Class A common stock to redemption amount			$ 23,833,338
Accretion of Class A common stock subject to redemption to redemption value		$ 23,833,338
Adjustment [Member] | Class A Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)		2,206,333	(16,969,094)	(7,071,774)
Basic and diluted net income per share (in Dollars per share)		$ 0.33	$ (0.34)	$ 0.37
Adjustment [Member] | Class B Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)	[1]	(2,206,333)	(3,671,932)	(2,206,333)
Basic and diluted net income per share (in Dollars per share)		$ (0.86)	$ (0.05)	$ (0.52)
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Class A common stock subject to possible redemption		$ 224,000,000	$ 224,000,000	$ 224,000,000	224,000,000
Class A common stock
Additional paid-in capital
Retained earnings (accumulated deficit)		(17,063,881)	(26,335,266)	(17,063,881)	(24,628,443)
Total stockholders' equity (deficit)		(17,063,321)	(26,334,691)	$ (17,063,321)	$ (24,627,868)
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended March 31, 2021 (unaudited)
Sale of 22,400,000 units in Initial Public Offering, net of offering costs
Class A common stock subject to possible redemption
Accretion of Class A common stock to redemption amount			(23,833,338)
Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended June 30, 2021 (unaudited)
Measurement adjustment of redeemable common stock
Supplemental disclosures of non-cash investing and financing activities
Class A common stock subject to possible redemption
Accretion of Class A common stock to redemption amount			$ 23,833,338
Accretion of Class A common stock subject to redemption to redemption value		$ 23,833,338
As Restated [Member] | Class A Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)		22,400,000	2,297,436	13,121,893
Basic and diluted net income per share (in Dollars per share)		$ 0.33	$ (0.34)	$ 0.37
As Restated [Member] | Class B Common Stock [Member]
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
Basic and diluted weighted average shares outstanding (in Shares)	[1]	5,600,000	5,061,538	5,351,479
Basic and diluted net income per share (in Dollars per share)		$ 0.33	$ (0.34)	$ 0.37
[1]	Prior to the change in presentation for the Class A common stock subject to possible redemption, the Company applied to two class method of earnings per share, allocating net income between redeemable Class A common stock and non-redeemable Class A and Class B common stock. As such, a portion of the Class A common stock was included in the weighted average shares outstanding of Class B common stock in the As Previously Reported balances.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 23, 2021	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Deferred underwriting discounts		$ 7,840,000
Federal depository insurance coverage		250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Sale of stock (in Shares)	20,000,000
Offering costs		12,946,821
Cash underwriting discounts		4,480,000
Other offering costs		626,821
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Other offering costs		$ 686,818
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate purchase shares (in Shares)		11,953,334
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Sale of stock (in Shares)		22,400,000
Class A Common Stock [Member] | Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs		$ 12,260,003

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheet are reconciled - Class A common stock [Member]	9 Months Ended
	Sep. 30, 2021USD ($)
Condensed Balance Sheet Statements, Captions [Line Items]
Gross proceeds	$ 224,000,000
Less:
Proceeds allocated to Public Warrants	(11,573,335)
Issuance costs allocated to Class A common stock	(12,260,003)
Plus:
Accretion of carrying value to redemption value	23,833,338
Class A common stock subject to possible redemption	$ 224,000,000

Summary of Significant Accoun_5

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
Class A Common Stock [Member]
Numerator:
Net income	$ 2,909,834	$ 7,855,267
Denominator:
Basic and diluted weighted average shares outstanding	22,400,000	16,907,280
Basic and diluted net income per share	$ 0.13	$ 0.46
Class B Common Stock [Member]
Numerator:
Net income	$ 727,459	$ 2,527,043
Denominator:
Basic and diluted weighted average shares outstanding	5,600,000	5,439,080
Basic and diluted net income per share	$ 0.13	$ 0.46

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Initial Public Offering (Details) [Line Items]
Sale of transaction, description	Each Unit consisted of one share of the Company’s Class A common stock, $0.0001 par value, and one-third 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
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares	22,400,000
Generating gross proceeds (in Dollars) | $	$ 224,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares	2,400,000
Sale of per unit (in Dollars per share) | $ / shares	$ 10

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member]	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Aggregate of warrant shares | shares	4,486,667
Warrants price per share | $ / shares	$ 1.5
Generating gross proceeds | $	$ 6,730,000
Private placement, description	Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 12, 2021	Jan. 14, 2021	Mar. 23, 2021	Jan. 31, 2021	Sep. 30, 2021	Sep. 30, 2021
Related Party Transactions (Details) [Line Items]
Issued and outstanding shares, percentage				20.00%
Business combination, description						the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (a) one year after the completion of a Business Combination or (b) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property. Notwithstanding the foregoing, if (i) 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 any 30-trading day period commencing at least 150 after the Business Combination or (ii) if the Company consummates a transaction after the Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
Repaid of promissory note			$ 125,000			$ (125,000)
Working capital loan						$ 1,500,000
Warrant per share (in Dollars per share)					$ 1.5	$ 1.5
Monthly fees						$ 25,000
Incurred expenses					$ 75,000	141,667
Accrued liabilities - related party					$ 6,667	$ 6,667
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid				$ 25,000
Shares subject to forfeiture (in Shares)				750,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeited shares (in Shares)	150,000
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Cover expenses		$ 300,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration shares (in Shares)				5,750,000
Class B Common Stock [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeited shares (in Shares)	150,000		150,000

Commitments (Details)

Commitments (Details) - USD ($)	May 12, 2021	Mar. 23, 2021	Sep. 30, 2021
Commitments (Details) [Line Items]
Gross proceeds of the initial public offering (in Dollars)			$ 219,520,000
Description of underwriting agreement			The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $4,480,000 in the aggregate. In addition, $0.35 per Unit, or $7,840,000 in the aggregate is payable to the underwriters for deferred underwriting commissions.
IPO [Member]
Commitments (Details) [Line Items]
Options to purchase of additional units			3,000,000
Units offering price (in Dollars per share)		$ 10	$ 10
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Additional purchase of shares		2,400,000
Units offering price (in Dollars per share)		$ 10
Gross proceeds of the initial public offering (in Dollars)		$ 24,000,000
Forfeited shares	150,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Warrants (Details) [Line Items]
Public warrant term	5 years
Description of warrants for redemption	Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:  ●in whole and not in part;   ●at a price of $0.01 per Public Warrant;   ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; and  ●if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 180% of the higher of the Market Value and the Newly Issued Price.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	7,466,667
Private Placement [Member]
Warrants (Details) [Line Items]
Warrants outstanding	4,486,667
Class A Common Stock [Member]
Warrants (Details) [Line Items]
Exercise price | $ / shares	$ 11.5

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Shares issued	22,400,000
Shares outstanding	22,400,000
Common stock subject to possible redemption	22,400,000
Common stock, shares outstanding
Common stock, shares issued
Common stock conversion, percentage	20.00%
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding	5,600,000
Common stock, shares issued	5,600,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)shares	Sep. 30, 2021USD ($)shares
Fair Value Disclosures [Abstract]
Public warrants per share price (in Shares) | shares	0.56	0.56
Fair value of warrant liabilities | $	$ 3,869,933	$ 11,833,800

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis	Sep. 30, 2021USD ($)
Investments held in Trust Account:
Money Market investments	$ 224,018,282
Public Warrants [Member]
Liabilities
Warrant liability	4,181,334
Private Placement Warrants [Member]
Liabilities
Warrant liability	2,512,533
Level 1 [Member]
Investments held in Trust Account:
Money Market investments	224,018,282
Level 1 [Member] | Public Warrants [Member]
Liabilities
Warrant liability	4,181,334
Level 1 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liability
Level 2 [Member]
Investments held in Trust Account:
Money Market investments
Level 2 [Member] | Public Warrants [Member]
Liabilities
Warrant liability
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liability
Level 3 [Member]
Investments held in Trust Account:
Money Market investments
Level 3 [Member] | Public Warrants [Member]
Liabilities
Warrant liability
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities
Warrant liability	$ 2,512,533

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of initial fair value of the public and private placement warrants - $ / shares	2 Months Ended	9 Months Ended
	Mar. 23, 2021	Sep. 30, 2021
Monte Carlo [Member]
Fair Value Measurements (Details) - Schedule of initial fair value of the public and private placement warrants [Line Items]
Stock Price on Valuation Date	$ 9.77	$ 9.74
Strike price (Exercise Price Share)	$ 11.5	$ 11.5
Probability of completing a Business Combination	85.00%		[1]
Term (in years)	6 years 7 months 2 days	6 years 21 days
Volatility	4% pre-merger / 26% post-merger	9.7% implied by Public Warrant Market Price
Risk-free rate	1.19%	1.16%
Fair value of warrants	$ 1.55	$ 0.56
Modified Black Scholes [Member]
Fair Value Measurements (Details) - Schedule of initial fair value of the public and private placement warrants [Line Items]
Stock Price on Valuation Date	9.77	9.74
Strike price (Exercise Price Share)	$ 11.5	$ 11.5
Probability of completing a Business Combination	85.00%	100.00%
Dividend yield
Term (in years)	6 years 7 months 2 days	6 years 21 days
Volatility	21.6%	9.7%
Risk-free rate	1.20%	1.20%
Fair value of warrants	$ 1.55	$ 0.56
[1]	The probability of completing a Business Combination is considered within the volatility implied by the traded price of the Public Warrants which is used to value the Private Placement Warrants.

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 financial instruments - Private Placement [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 financial instruments [Line Items]
Fair value as of beginning balance	$ 3,993,133	$ 20,081,601
Initial measurement at March 23, 2021			18,527,667
Transfer of Public Warrants to Level 1 measurement		(12,544,001)
Change in fair value	(1,480,600)	(3,544,467)	1,553,934
Fair value as of ending balance	$ 2,512,533	$ 3,993,133	$ 20,081,601	$ 2,512,533