Glass Houses Acquisition (GLHA) 10-Q 11 Jun 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	2 Months Ended
	Mar. 31, 2021	Jun. 03, 2021
Document Information Line Items
Entity Registrant Name	Glass Houses Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001841734
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-40262
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		22,047,293
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5,511,823

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheet	Mar. 31, 2021USD ($)
Current assets:
Cash	$ 1,767,681
Prepaid expenses	901,398
Total current assets	2,669,079
Cash held in Trust Account	220,472,930
Total Assets	223,142,009
Current liabilities:
Accrued offering costs and expenses	89,915
Due to related party	6,452
Total current liabilities	96,367
Warrant liability	24,264,990
Deferred underwriting discount	7,716,553
Total liabilities	32,077,910
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 18,606,409 shares at redemption value of $10.00 per share	186,064,090
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 3,440,884 shares issued and outstanding (excluding 18,606,409 shares subject to possible redemption)	344
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 5,750,000 shares issued and outstanding	575	[1]
Additional paid-in capital	8,431,469
Accumulated deficit	(3,432,379)
Total stockholders’ equity	5,000,009
Total Liabilities and Stockholders’ Equity	$ 223,142,009
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units. As a result, 238,177 founder shares are still subject to forfeiture.

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheet (Parentheticals)	Mar. 31, 2021USD ($)$ / sharesshares
Preferred stock par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock subject to possible redemption (in Dollars) | $	$ 18,606,409
Common stock subject to possible redemption per share (in Dollars per share) | $ / shares	$ 10
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	400,000,000
Common stock, shares issued	3,440,884
Common stock, shares outstanding	3,440,884
Class B Common Stock
Common stock par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	40,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Unaudited Condensed Statement o

Unaudited Condensed Statement of Operations	2 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Formation and operating costs	$ 84,378
Loss from operations	(84,378)
Other expenses
Warrant issuance costs	(812,974)
Other expense relating to fair value exceeding amount paid for warrants	(2,363,027)
Change in fair value of warrant liability	(172,000)
Total other expenses	(3,348,001)
Net loss	$ (3,432,379)
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption (in Shares) | shares	1,629,860
Basic and diluted net income per share of Class A, common stock subject to redemption (in Dollars per share) | $ / shares
Basic and diluted weighted average shares outstanding of Class A and B, non-redeemable common stock (in Shares) | shares	5,850,468	[1]
Basic and diluted net loss per share of Class A and B, non-redeemable common stock (in Dollars per share) | $ / shares	$ (0.59)
[1]	This number excludes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units. As a result, 238,177 founder shares are still subject to forfeiture.

Unaudited Condensed Statement_2

Unaudited Condensed Statement of Changes in Stockholders' Equity - 2 months ended Mar. 31, 2021 - USD ($)	Class A Common Stock	Class B Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 18, 2021
Balance (in Shares) at Jan. 18, 2021			[1]
Class B common stock issued to Sponsor		$ 575		24,425		25,000
Class B common stock issued to Sponsor (in Shares)		5,750,000	[1]
Sale of 20,000,000 Units on March 25, 2021 through IPO	$ 2,000			199,998,000		200,000,000
Sale of 20,000,000 Units on March 25, 2021 through IPO (in Shares)	20,000,000		[1]
Sale of 2,047,293 Units on March 30, 2021 through over-allotment	$ 205			20,472,725		20,472,930
Sale of 2,047,293 Units on March 30, 2021 through over-allotment (in Shares)	2,047,293		[1]
Sale of 7,609,459 Private Placement Warrants to Sponsor in private placement				7,609,459		7,609,459
Sale of 7,609,459 Private Placement Warrants to Sponsor in private placement (in Shares)
Underwriting fee				(4,409,459)		(4,409,459)
Deferred underwriting fee				(7,716,553)		(7,716,553)
Offering costs charged to the stockholders’ equity				(567,910)		(567,910)
Initial classification of warrant liability				(21,729,963)		(21,729,963)
Reclassification of offering costs related to warrants				812,974		812,974
Net loss					(3,432,379)	(3,432,379)
Change in Class A common stock subject to possible redemption	$ (1,861)			(186,062,229)		(186,064,090)
Change in Class A common stock subject to possible redemption (in Shares)	(18,606,409)		[1]
Balance at Mar. 31, 2021	$ 344	$ 575		$ 8,431,469	$ (3,432,379)	$ 5,000,009
Balance (in Shares) at Mar. 31, 2021	3,440,884	5,750,000	[1]
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units. As a result, 238,177 founder shares are still subject to forfeiture.

Unaudited Condensed Statement_3

Unaudited Condensed Statement of Changes in Stockholders' Equity (Parentheticals) - Class A Common Stock	2 Months Ended
	Mar. 31, 2021shares
IPO [Member]
Sale of units	20,000,000
Over-allotment [Member]
Sale of units	2,047,293
Private Placement [Member]
Sale of units	7,609,459

Unaudited Condensed Statement_4

Unaudited Condensed Statement of Cash Flows	2 Months Ended
	Mar. 31, 2021USD ($)
Cash flows from Operating Activities:
Net loss	$ (3,432,379)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants	172,000
Warrant issuance costs	812,974
Other expense relating to fair value exceeding amount paid for warrants	2,363,027
Changes in current assets and current liabilities:
Prepaid expenses	(901,398)
Accrued offering costs and expenses	189,275
Due to related party	6,452
Net cash used in operating activities	(790,049)
Cash Flows from Investing Activities:
Cash held in Trust Account	(220,472,930)
Net cash used in investing activities	(220,472,930)
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter’s fees	216,063,471
Proceeds from private placement	7,609,459
Proceeds from issuance of founder shares	25,000
Repayment to promissory note to related party	(99,360)
Payments of offering costs	(567,910)
Net cash provided by financing activities	223,030,660
Net change in cash	1,767,681
Cash, beginning of the period
Cash, end of the period	1,767,681
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	7,716,553
Initial value of Class A common stock subject to possible redemption	168,418,850
Change in value of Class A common stock subject to possible redemption	17,645,240
Initial classification of warrant liability	21,729,963
Deferred offering costs paid by Sponsor loan	$ 99,360

Organization and Business Opera

Organization and Business Operations	2 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Glass Houses Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target. Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to search for a target business that provides critical resources and/or services to the technologies powering the 21st century industrial economy. 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. The Company has selected December 31 as its fiscal year end. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and, since the closing of the IPO, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense). The Company’s sponsor is Glass Houses Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,200,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $7,200,000. Transaction costs amounted to $11,567,910 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $567,910 of other offering costs. The Company granted the underwriter in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $20,472,930, and the Company incurred $409,459 in cash underwriting fees and $716,553 in deferred underwriting fees. Simultaneously with the closing of the over-allotment option, the Company sold an additional 409,459 Private Placement Warrants to the Sponsor at a price of $1.00 per share. Trust Account Following the closing of the IPO on March 25, 2021 and the closing of the underwriter’s partial exercise of over-allotment option on April 1, 2021, $220,472,930 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income taxes, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”), or (ii) with respect to any other provisions relating to the rights of holders of the Class A common stock; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law. Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide public stockholders with the opportunity to redeem all or a portion of their public shares of Class A common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per 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). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 the franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed (i) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the franchise and income 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 indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. To the Company’s knowledge, the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.8 million in its operating bank account, and working capital of approximately $2.6 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 6) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $99,160 (see Note 6). The promissory note from the Sponsor was paid in full on March 26, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans. 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 these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Balance Sheet	2 Months Ended
	Mar. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Previously Issued Balance Sheet	Note 2 — Restatement of Previously Issued Balance Sheet During the course of preparing the quarterly report on Form 10-Q for the period from January 19, 2021 (inception) through March 31, 2021, the Company identified a material misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated March 25, 2021, filed on Form 8-K on April 1, 2021 (the “Post-IPO Balance Sheet”), and such Post-IPO Balance Sheet should no longer be relied on. On April 12, 2021, the Staff of the Securities and Exchange Commission issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of March 22, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,023,647 Public Warrants and (ii) the 7,609,459 Private Placement Warrants (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should have been classified as derivative liabilities in its previously issued financial statement as of March 25, 2021, filed by the Company on Form 8-K on April 1, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the Warrants and recognize changes in the fair value from the prior period in the Company's operating results for the current period in accordance with ASC 820, Fair Value Measurement. The restatement resulted in a $22.2 million increase in the Warrant Liability line item and an offsetting decrease to the Class A Common Stock Subject to Possible Redemption mezzanine equity line item as of March 25, 2021. Transaction costs of the IPO of $740,346 were allocated to expenses associated with the warrant liability. There is no change to stockholders' equity at any reported balance sheet date. Based on managements' evaluation, the Company's audit committee, in consultation with management, concluded that the Company's Private Placement Warrants are not indexed to the Company's common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management's evaluation, the Company's audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders' equity” criteria as contemplated by ASC Section 815-40-25. Therefore, based on management’s evaluation, the audit committee of the Company’s Board of Directors, in consultation with management, concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of March 25, 2021 as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each balance sheet line item as of the date: As Previously Reported Adjustment Restated Balance Sheet at March 25, 2021 (audited) Total Assets $ 203,699,622 $ - $ 203,699,622 Warrant Liability - 22,232,000 22,232,000 Total Liabilities 8,048,767 22,232,000 30,280,767 Class A common stock subject to possible redemption 190,650,850 (22,232,000 ) 168,418,850 Class A common stock 93 223 316 Additional paid-in capital 5,005,572 2,972,123 7,977,695 Accumulated deficit (6,235 ) (2,972,346 ) (2,978,581 ) Total Stockholders’ Equity 5,000,005 - 5,000,005 Total Liabilities and Stockholders’ Equity $ 203,699,622 $ - $ 203,699,622

Significant Accounting Policies

Significant Accounting Policies	2 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 19, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 24, 2021. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. 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. 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 held cash of $1,767,681 and did not have any cash equivalents as of March 31, 2021. Cash and Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account of $220,472,930 were held in cash. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant Liability – Public Warrants $ 14,220,504 $ - $ - $ 14,220,504 Warrant Liability – Private Placement Warrants $ 10,044,486 $ - $ - $ 10,044,486 $ 24,264,990 $ - $ - $ 24,264,990 The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The valuation model utilizes inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled at Level 3. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31,2021: Public Warrants Private Placement Warrants Expected term (years) 5.00 5.00 Expected volatility 23.20 % 23.00 % Risk-free interest rate 1.16 % 1.16 % Fair value of the common stock price $ 10.00 $ 10.00 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021: Warrant Liability Fair value as of January 19, 2021 (inception) $ — Initial fair value of warrant liability on March 22, 2021 22,232,000 Initial fair value of warrant liability on March 31, 2021 1,860,990 Change in valuation inputs or other assumptions 172,000 Fair value as of March 31, 2021 $ 24,264,990 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, common stock subject to possible redemption of 18,606,409 shares of Class A common stock is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement 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 warrants are exercisable to purchase 19,633,106 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share of common stock. Net income per share of common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable shares of common stock outstanding since original issuance. Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable shares of common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A common stock subject to possible redemption $ - Denominator: weighted average redeemable Class A common stock redeemable common stock, basic and diluted 1,629,860 Basic and diluted net income per share, redeemable Class A common stock $ - Non-redeemable Class A and Class B common stock Numerator: net loss minus redeemable net earnings for Class A and Class B common stock Net loss $ (3,432,379 ) Redeemable net earnings - Non-redeemable net loss for Class A and Class B common stock $ (3,432,379 ) Denominator: weighted average non-redeemable common stock basic and diluted weighted average shares outstanding, Class A and Class B common stock 5,850,468 Basic and diluted net loss per share, Class A and Class B common stock $ (0.59 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of March 31, 2021, offering costs of $12,693,922 (consisting of $4,409,459 of underwriting commissions, $7,716,553 of deferred underwriters’ commission, and $567,910 other cash offering costs) have been incurred. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. Accordingly, $812,974 of offering costs associated with warrant liabilities is expensed in the statement of operations for the period from January 19, 2021 (inception) through March 31, 2021. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	2 Months Ended
	Mar. 31, 2021
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO on March 25, 2021, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units. Following the closing of the IPO on March 25, 2021 and the closing of the underwriter’s partial exercise of the over-allotment option on April 1, 2021, $220,472,930 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (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 below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences 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. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Private Placement

Private Placement	2 Months Ended
	Mar. 31, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,200,000, in a private placement (the “Private Placement”). Pursuant to the underwriter’s partial exercise of the over-allotment option on March 30, 2021, on April 1, 2021 the Sponsor purchased an additional 409,459 Private Placement Warrants at a price of $1.00 per warrant. Each Private Placement Warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. 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 in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. 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. The Sponsor has agreed (i) to waive its redemption rights with respect to any founder shares and any public shares held by it in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any founder shares held by it if the Company fails to complete the initial Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it hold if the Company fails to complete the Business Combination within the Combination Period.

Related Party Transactions

Related Party Transactions	2 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock. The founder shares include an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. On February 7, 2021, the Sponsor transferred 20,000 founder shares to each of the Company’s independent directors and chief financial officer (which shares will not be subject to forfeiture in the event the underwriter’s over-allotment is not exercised). On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units. As a result, 238,177 founder shares are still subject to forfeiture. With certain limited exceptions, the founder shares will not be transferable, assignable by the Sponsor until the earlier of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Related Parties The balance of $6,452 represents the amount accrued for the administrative support services provided by Sponsor. Promissory Note — Related Party The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. As of March 25, 2021, the Company had an outstanding balance of $99,160 under the promissory note. The promissory note from the Sponsor was paid in full on March 26, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At March 31, 2021, no such Working Capital Loans were outstanding. Administrative Support Agreement Pursuant to an administrative support agreement effective on March 22, 2021, the Company agreed to pay the Sponsor a total of $25,000 per month for office space, utilities and professional, secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021, the Company has recorded $6,452 for the period from March 22, 2021 through March 31, 2021.

Commitments and Contingencies

Commitments and Contingencies	2 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration and Shareholder Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement signed on March 22, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriters Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On March 25, 2021, the Company paid a fixed underwriting discount in aggregate of $4,000,000. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,716,553, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units. In connection therewith, the Company paid additional underwriting fees of $409,459.

Stockholders' Equity

Stockholders' Equity	2 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock With certain limited exceptions, the founder shares will not be transferable, assignable by the Sponsor until the earlier of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s 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 as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the registration statement and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law.

Subsequent Events

Subsequent Events	2 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	2 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 19, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 24, 2021.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. 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.
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 held cash of $1,767,681 and did not have any cash equivalents as of March 31, 2021.
Cash and Securities Held in Trust Account	Cash and Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account of $220,472,930 were held in cash.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant Liability – Public Warrants $ 14,220,504 $ - $ - $ 14,220,504 Warrant Liability – Private Placement Warrants $ 10,044,486 $ - $ - $ 10,044,486 $ 24,264,990 $ - $ - $ 24,264,990 The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The valuation model utilizes inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled at Level 3. The following table provides quantitative information regarding Level 3 fair value measurements as of March 31,2021: Public Warrants Private Placement Warrants Expected term (years) 5.00 5.00 Expected volatility 23.20 % 23.00 % Risk-free interest rate 1.16 % 1.16 % Fair value of the common stock price $ 10.00 $ 10.00 The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021: Warrant Liability Fair value as of January 19, 2021 (inception) $ — Initial fair value of warrant liability on March 22, 2021 22,232,000 Initial fair value of warrant liability on March 31, 2021 1,860,990 Change in valuation inputs or other assumptions 172,000 Fair value as of March 31, 2021 $ 24,264,990
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, common stock subject to possible redemption of 18,606,409 shares of Class A common stock is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement 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 warrants are exercisable to purchase 19,633,106 shares of common stock in the aggregate. The Company’s statement of operations includes a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share of common stock. Net income per share of common stock, basic and diluted, for redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable shares of common stock outstanding since original issuance. Net loss per share of common stock, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to redeemable common stock, by the weighted average number of non-redeemable shares of common stock outstanding for the periods. Non-redeemable common stock includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A common stock subject to possible redemption $ - Denominator: weighted average redeemable Class A common stock redeemable common stock, basic and diluted 1,629,860 Basic and diluted net income per share, redeemable Class A common stock $ - Non-redeemable Class A and Class B common stock Numerator: net loss minus redeemable net earnings for Class A and Class B common stock Net loss $ (3,432,379 ) Redeemable net earnings - Non-redeemable net loss for Class A and Class B common stock $ (3,432,379 ) Denominator: weighted average non-redeemable common stock basic and diluted weighted average shares outstanding, Class A and Class B common stock 5,850,468 Basic and diluted net loss per share, Class A and Class B common stock $ (0.59 )
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of March 31, 2021, offering costs of $12,693,922 (consisting of $4,409,459 of underwriting commissions, $7,716,553 of deferred underwriters’ commission, and $567,910 other cash offering costs) have been incurred. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. Accordingly, $812,974 of offering costs associated with warrant liabilities is expensed in the statement of operations for the period from January 19, 2021 (inception) through March 31, 2021.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Balance Sheet (Tables)	2 Months Ended
	Mar. 31, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement on balance sheet	As Previously Reported Adjustment Restated Balance Sheet at March 25, 2021 (audited) Total Assets $ 203,699,622 $ - $ 203,699,622 Warrant Liability - 22,232,000 22,232,000 Total Liabilities 8,048,767 22,232,000 30,280,767 Class A common stock subject to possible redemption 190,650,850 (22,232,000 ) 168,418,850 Class A common stock 93 223 316 Additional paid-in capital 5,005,572 2,972,123 7,977,695 Accumulated deficit (6,235 ) (2,972,346 ) (2,978,581 ) Total Stockholders’ Equity 5,000,005 - 5,000,005 Total Liabilities and Stockholders’ Equity $ 203,699,622 $ - $ 203,699,622

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	2 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of assets and liabilities that measured at fair value on a recurring basis	March 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Liabilities: Warrant Liability – Public Warrants $ 14,220,504 $ - $ - $ 14,220,504 Warrant Liability – Private Placement Warrants $ 10,044,486 $ - $ - $ 10,044,486 $ 24,264,990 $ - $ - $ 24,264,990
Schedule of provides quantitative information regarding Level 3 fair value measurements	Public Warrants Private Placement Warrants Expected term (years) 5.00 5.00 Expected volatility 23.20 % 23.00 % Risk-free interest rate 1.16 % 1.16 % Fair value of the common stock price $ 10.00 $ 10.00
Schedule of changes in fair value of warrant liability	Warrant Liability Fair value as of January 19, 2021 (inception) $ — Initial fair value of warrant liability on March 22, 2021 22,232,000 Initial fair value of warrant liability on March 31, 2021 1,860,990 Change in valuation inputs or other assumptions 172,000 Fair value as of March 31, 2021 $ 24,264,990
Schedule of basic and diluted net loss per share for common shares	For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption amortized interest income on marketable securities held in trust $ - Less: interest available to be withdrawn for payment of taxes - Net income allocable to Class A common stock subject to possible redemption $ - Denominator: weighted average redeemable Class A common stock redeemable common stock, basic and diluted 1,629,860 Basic and diluted net income per share, redeemable Class A common stock $ - Non-redeemable Class A and Class B common stock Numerator: net loss minus redeemable net earnings for Class A and Class B common stock Net loss $ (3,432,379 ) Redeemable net earnings - Non-redeemable net loss for Class A and Class B common stock $ (3,432,379 ) Denominator: weighted average non-redeemable common stock basic and diluted weighted average shares outstanding, Class A and Class B common stock 5,850,468 Basic and diluted net loss per share, Class A and Class B common stock $ (0.59 )

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Mar. 30, 2021	Mar. 25, 2021	Mar. 31, 2021
Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 216,063,471
Total gross proceeds			7,609,459
Transaction costs			11,567,910
Underwriting discount			4,000,000
Deferred underwriting discount			7,000,000
Other offering costs			567,910
Aggregate gross proceeds			$ 200,000,000
Net proceeds of sale of units	$ 220,472,930
Issued price per share (in Dollars per share)	$ 10
Public Share redeem percentage			100.00%
Fair market value percentage			80.00%
Outstanding voting securities percentage			50.00%
Pro rata per share (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Dissolution expenses			$ 100,000
Trust account description			(i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the franchise and income taxes.
Operating bank account			$ 1,800,000
Working capital			2,600,000
Offering Cost			25,000
Loan an unsecured promissory note			$ 99,160
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		20,000,000
Price per share (in Dollars per share)		$ 10
Gross proceeds		$ 200,000,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	409,459		7,200,000
Price per share (in Dollars per share)			$ 1
Total gross proceeds			$ 7,200,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)	2,047,293
Underwriting discount	$ 716,553
Additional units (in Shares)			3,000,000
Purchase of units (in Shares)	2,047,293
Aggregate gross proceeds	$ 20,472,930
Cash underwriting fees	$ 409,459
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)	$ 1

Restatement of Previously Iss_3

Restatement of Previously Issued Balance Sheet (Details) - USD ($)	2 Months Ended
	Mar. 31, 2021	Mar. 25, 2021
Restatement of Previously Issued Balance Sheet (Details) [Line Items]
Warrant liability		$ 22,200,000
Transaction costs at IPO	$ 740,346
Public Warrants [Member]
Restatement of Previously Issued Balance Sheet (Details) [Line Items]
Warrants issued	11,023,647
Private Placement Warrants [Member]
Restatement of Previously Issued Balance Sheet (Details) [Line Items]
Warrants issued	7,609,459

Restatement of Previously Iss_4

Restatement of Previously Issued Balance Sheet (Details) - Schedule of restatement on balance sheet	Mar. 25, 2021USD ($)
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Assets	$ 203,699,622
Warrant Liability
Total Liabilities	8,048,767
Class A common stock subject to possible redemption	190,650,850
Class A common stock	93
Additional paid-in capital	5,005,572
Accumulated deficit	(6,235)
Total Stockholders’ Equity	5,000,005
Total Liabilities and Stockholders’ Equity	203,699,622
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Total Assets
Warrant Liability	22,232,000
Total Liabilities	22,232,000
Class A common stock subject to possible redemption	(22,232,000)
Class A common stock	223
Additional paid-in capital	2,972,123
Accumulated deficit	(2,972,346)
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Total Assets	203,699,622
Warrant Liability	22,232,000
Total Liabilities	30,280,767
Class A common stock subject to possible redemption	168,418,850
Class A common stock	316
Additional paid-in capital	7,977,695
Accumulated deficit	(2,978,581)
Total Stockholders’ Equity	5,000,005
Total Liabilities and Stockholders’ Equity	$ 203,699,622

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	2 Months Ended
	Mar. 31, 2021	Jan. 20, 2021
Accounting Policies [Abstract]
short-term investments	$ 1,767,681
Cash held in trust account	220,472,930
Federal depository insurance coverage	$ 250,000
Aggregate shares of common stock (in Shares)	19,633,106
Offering costs	$ 12,693,922
Underwriting commissions	4,409,459
Deferred underwriters	7,716,553
Other cash offering costs	567,910	$ 25,000
Related Parties Amount in Cost of Sales	$ 812,974

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of assets and liabilities that measured at fair value on a recurring basis	2 Months Ended
	Mar. 31, 2021USD ($)
Liabilities:
Warrant Liability	$ 14,220,504
Warrant Liability – Private Placement Warrants	10,044,486
Fair value	24,264,990
Quoted Prices In Active Markets (Level 1) [Member]
Liabilities:
Warrant Liability
Warrant Liability – Private Placement Warrants
Fair value
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Warrant Liability
Warrant Liability – Private Placement Warrants
Fair value
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Warrant Liability	14,220,504
Warrant Liability – Private Placement Warrants	10,044,486
Fair value	$ 24,264,990

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements	2 Months Ended
	Mar. 31, 2021$ / shares
Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years
Expected volatility	23.20%
Risk-free interest rate	1.16%
Fair value of the common stock price (in Dollars per share)	$ 10
Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years
Expected volatility	23.00%
Risk-free interest rate	1.16%
Fair value of the common stock price (in Dollars per share)	$ 10

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of changes in fair value of warrant liability	2 Months Ended
	Mar. 31, 2021USD ($)
Schedule of changes in fair value of warrant liability [Abstract]
Fair value as of January 19, 2021 (inception)
Initial fair value of warrant liability on March 22, 2021	22,232,000
Initial fair value of warrant liability on March 31, 2021	1,860,990
Change in valuation inputs or other assumptions	172,000
Fair value as of March 31, 2021	$ 24,264,990

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for common stock	2 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Schedule of basic and diluted net loss per share for common stock [Abstract]
Numerator: net income allocable to Class A common stock subject to possible redemption amortized interest income on marketable securities held in trust
Less: interest available to be withdrawn for payment of taxes
Net income allocable to Class A common stock subject to possible redemption
Denominator: weighted average redeemable Class A common stock redeemable common stock, basic and diluted (in Shares) | shares	1,629,860
Basic and diluted net income per share, redeemable Class A common stock (in Dollars per share) | $ / shares
Numerator: net loss minus redeemable net earnings for Class A and Class B common stock
Net loss	$ (3,432,379)
Redeemable net earnings
Non-redeemable net loss for Class A and Class B common stock	$ (3,432,379)
Denominator: weighted average non-redeemable common stock basic and diluted weighted average shares outstanding, Class A and Class B common stock (in Shares) | shares	5,850,468
Basic and diluted net loss per share, Class A and Class B common stock (in Dollars per share) | $ / shares	$ (0.59)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Mar. 30, 2021	Mar. 25, 2021	Mar. 31, 2021
Initial Public Offering (Details) [Line Items]
Net proceeds sale of units (in Dollars)	$ 220,472,930
Share price	$ 10
Redemption warrant description			Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Business Combination at an issue price			$ 9.20
Total equity proceeds percentage			60.00%
Market value price per share			$ 9.20
Higher market value percentage			115.00%
Newly issued price per share			$ 18
Price per warrant			0.01
Closing price of common stock			$ 18
Description redemption of warrant description			Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part; ●at $0.10 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; and ●if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
Fair market value description			(A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361.
Maximum [Member]
Initial Public Offering (Details) [Line Items]
Redemption of warrant price per share			$ 18
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)		20,000,000
Unit price per share		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	2,047,293
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Share price			$ 11.50
Class A common stock [Member] | IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)			20,000,000
Common stock price		$ 11.50
Class A common stock [Member] | Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)			2,047,293

Private Placement (Details)

Private Placement (Details) - USD ($)	Apr. 01, 2021	Mar. 31, 2021
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Aggregate shares purchase (in Shares)	409,459	7,200,000
Share price	$ 1
Aggregate purchase price (in Dollars)		$ 7,200,000
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Share price		$ 1
Class A common stock [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Share price		$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		Mar. 30, 2021	Feb. 07, 2021	Jan. 20, 2021	Mar. 31, 2021
Related Party Transactions (Details) [Line Items]
Share subject to forfeiture (in Shares)		238,177
Share purchase (in Shares)		2,047,293
Sponsor description					(A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Due to related parties					$ 6,452
Aggregate loan					300,000
Outstanding balance					99,160
Working capital loans					1,500,000
Office space, utilities and professional, secretarial and administrative support					25,000
Recorded expenses					$ 6,452
FounderShares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid offering cost				$ 25,000
Sponsor transferred founder shares (in Shares)			20,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Share subject to forfeiture (in Shares)				750,000
Over-Allotment Option [Member] | FounderShares [Member]
Related Party Transactions (Details) [Line Items]
Share subject to forfeiture (in Shares)				750,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Convertible warrant per shares (in Dollars per share)					$ 1
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Share purchase (in Shares)	[1]				5,750,000
Class B Common Stock [Member] | FounderShares [Member]
Related Party Transactions (Details) [Line Items]
Consideration (in Shares)				5,750,000
[1]	This number includes up to 750,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units. As a result, 238,177 founder shares are still subject to forfeiture.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 25, 2021	Mar. 30, 2021	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Additional Units to cover over-allotment (in Shares)			3,000,000
Underwriting discount	$ 4,000,000
Deferred underwriting discount, percentage	3.50%
Completion of company’s initial business combination amount	$ 7,716,553
Purchase unit shares (in Shares)		2,047,293
Additional underwriting fees		$ 409,459

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Mar. 30, 2021	Jan. 20, 2021	Mar. 31, 2021	Jan. 28, 2021
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized			1,000,000
Preferred stock par value (in Dollars per share)			$ 0.0001
Offering cost (in Dollars)		$ 25,000	$ 567,910
Share subject to forfeiture	238,177
Shares subject to forfeiture			238,177
Initial business combination description			With certain limited exceptions, the founder shares will not be transferable, assignable by the Sponsor until the earlier of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Percentage of conversion of common stock issued and outstanding			20.00%
Sponsor [Member]
Stockholders' Equity (Details) [Line Items]
Sale of shares		5,750,000
Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Sale of shares	2,047,293
Share subject to forfeiture		750,000
Sale of shares		2,047,293
Common Class A [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized			400,000,000
Common stock par value (in Dollars per share)			$ 0.0001
Issuance of shares			3,440,884
Common stock subject to possible redemption			18,606,409
Common stock, shares issued			3,440,884
Common stock, shares outstanding			3,440,884
Common Class A [Member] | Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Sale of shares			2,047,293
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized			40,000,000	40,000,000
Common stock par value (in Dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			5,750,000
Common stock, shares outstanding			5,750,000