Glass Houses Acquisition (GLHA) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 22, 2021
Document Information Line Items
Entity Registrant Name	GLASS HOUSES ACQUISITION CORP.
Trading Symbol	GLHA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001841734
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40262
Entity Tax Identification Number	86-1565667
Entity Address, Address Line One	3811 Turtle Creek Blvd
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75219
City Area Code	(972)
Local Phone Number	850-7474
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
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	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 1,142,358
Prepaid expenses	581,099
Total current assets	1,723,457
Prepaid expenses, non-current	212,602
Marketable securities held in Trust Account	220,483,102
Total Assets	222,419,161
Current liabilities:
Accrued expenses	117,810
Total current liabilities	117,810
Warrant liability	14,032,404
Deferred underwriting discount	7,716,553
Total liabilities	21,866,767
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption, 22,047,293 shares at redemption value of approximately $10.00 per share	220,472,930
Stockholders’ Deficit:
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; 0 shares issued and outstanding (excluding 22,047,293 shares subject to possible redemption)
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 5,511,823 shares issued and outstanding	551
Additional paid-in capital
Accumulated deficit	(19,921,087)
Total stockholders’ deficit	(19,920,536)
Total Liabilities and Stockholders’ Deficit	$ 222,419,161

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheet (Parentheticals)	Sep. 30, 2021USD ($)$ / sharesshares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption (in Dollars) | $	$ 22,047,293
Common stock subject to possible redemption per share (in Dollars per share) | $ / shares	$ 10
Common shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	400,000,000
Common stock, shares issued	0
Common stock, shares outstanding	0
Class B Common Stock
Common shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	40,000,000
Common stock, shares issued	5,511,823
Common stock, shares outstanding	5,511,823

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 288,035	$ 838,841
Loss from operations	(288,035)	(838,841)
Other income (expenses)
Warrant issuance costs		(812,974)
Other expense relating to fair value exceeding amount paid for warrants		(2,363,027)
Interest earned on marketable securities held in Trust Account	2,837	10,172
Change in fair value of warrant liability	6,046,499	10,060,586
Total other income	6,049,336	6,894,757
Net income	$ 5,761,301	$ 6,055,916
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption (in Shares)	22,047,293	16,966,130
Basic and diluted net income per share of Class A, common stock subject to redemption (in Dollars per share)	$ 0.21	$ 0.27
Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock (in Shares)	5,511,823	5,384,390
Basic and diluted net income per share of Class B, non-redeemable common stock (in Dollars per share)	$ 0.21	$ 0.27

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($)		Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 18, 2021
Balance (in Shares) at Jan. 18, 2021
Class B common stock issued to Sponsor			$ 575	24,425		25,000
Class B common stock issued to Sponsor (in Shares)			5,750,000
Net income (loss)					(3,432,379)	(3,432,379)
Change in Class A common stock subject to possible redemption				(24,425)	(25,977,027)	(26,001,452)
Balance at Mar. 31, 2021	[1]		$ 575		(29,409,406)	(29,408,831)
Balance (in Shares) at Mar. 31, 2021	[1]		5,750,000
Forfeiture of Class B common stock			$ (24)		24
Forfeiture of Class B common stock (in Shares)			(238,177)
Net income (loss)					3,726,994	3,726,994
Balance at Jun. 30, 2021	[1]		$ 551		(25,682,388)	(25,681,837)
Balance (in Shares) at Jun. 30, 2021	[1]		5,511,823
Net income (loss)					5,761,301	5,761,301
Balance at Sep. 30, 2021			$ 551		$ (19,921,087)	$ (19,920,536)
Balance (in Shares) at Sep. 30, 2021			5,511,823
[1]	As restated for Class A common stock subject to redemption (see Note 2).

Unaudited Condensed Statement o

Unaudited Condensed Statement of Cash Flows	8 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from Operating Activities:
Net income	$ 6,055,916
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(10,172)
Change in fair value of warrants	(10,060,586)
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	(793,701)
Accrued expenses	217,170
Net cash used in operating activities	(1,415,372)
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	1,142,358
Cash, beginning of the period
Cash, end of the period	1,142,358
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	194,471,478	[1]
Accretion of Class A common stock to redemption value	26,001,452	[1]
Initial classification of warrant liability	21,729,963
Deferred offering costs paid by Sponsor loan	99,360
Forfeiture of Class B common stock	$ 24
[1]	As restated for Class A common stock subject to redemption (see Note 2).

Organization and Business Opera

Organization and Business Operations	8 Months Ended
	Sep. 30, 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 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’s fiscal year-end is December 31. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through September 30, 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 its warrant liability as other income (or 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 cash underwriting fees, $7,000,000 of deferred underwriting underwriting fees, 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 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. 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 September 30, 2021, the Company had approximately $1.1 million in its operating bank account, and working capital of approximately $1.6 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 Prior Period Fin

Restatement of Prior Period Financial Statements	8 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Restatement of Prior Period Financial Statements	Note 2 – Restatement of Prior Period Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined that it should restate its previously reported financial statements – the Current Report on Form 8-K filed on April 1, 2021 with audited balance sheet as of March 25, 2021 (as previously restated in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 and filed with the SEC on June 11, 2021), the Quarterly Report on Form 10-Q filed on June 11, 2021 with unaudited condensed financial statements as of March 31, 2021, and the Quarterly Report on Form 10-Q filed on August 16, 2021 with unaudited condensed financial statements as of June 30, 2021. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Class A common stock and determined that the Class A common stock issued during the IPO and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) on a proportional basis to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. As Previously Restatement Adjustments As Restated Balance Sheet at March 25, 2021 Class A common stock subject to possible redemption $ 168,418,850 $ 31,581,150 $ 200,000,000 Class A common stock 316 (316 ) - Additional paid-in capital 7,977,695 (7,977,695 ) - Accumulated deficit $ (2,978,581 ) $ (23,603,139 ) $ (26,581,720 ) Balance Sheet at March 31, 2021 Class A common stock subject to possible redemption $ 186,064,090 $ 34,408,840 $ 220,472,930 Class A common stock 344 (344 ) - Additional paid-in capital 8,431,469 (8,431,469 ) - Accumulated deficit $ (3,432,379 ) $ (25,977,027 ) $ (29,409,406 ) Statement of Operations for the period from January 19, 2021 (inception) through March 31, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 1,629,860 338,645 1,968,505 Basic and diluted net income (loss) per share of Class A, common stock subject to redemption $ 0.00 $ (0.49 ) $ (0.49 ) Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 5,850,468 (842,213 ) 5,008,255 Basic and diluted net loss per share of Class B, non-redeemable common stock $ (0.59 ) $ 0.10 $ (0.49 ) Statement of Cash Flows for the period from January 19, 2021 (inception) through March 31, 2021 Initial value of Class A common stock subject to possible redemption $ 168,418,850 $ 26,052,628 $ 194,471,478 Change in value of Class A common stock subject to possible redemption $ 17,645,240 $ 8,356,212 $ 26,001,452 Balance Sheet at June 30, 2021 Class A common stock subject to possible redemption $ 189,791,090 $ 30,681,840 $ 220,472,930 Class A common stock 307 (307 ) - Additional paid-in capital 4,704,530 (4,704,530 ) - Accumulated deficit $ 294,615 $ (25,977,003 ) $ (25,682,388 ) Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 18,606,409 3,440,884 22,047,293 Basic and diluted net income per share of Class A, common stock subject to redemption $ 0.00 $ 0.14 $ 0.14 Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 8,952,707 (3,440,884 ) 5,511,823 Basic and diluted net income per share of Class B, non-redeemable common stock $ 0.42 $ (0.28 ) $ 0.14 Statement of Operations for the period from January 19, 2021 (inception) through June 30, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 11,727,023 2,183,768 13,910,791 Basic and diluted net income per share of Class A, common stock subject to redemption $ 0.00 $ 0.02 $ 0.02 Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 7,695,590 (2,387,827 ) 5,307,763 Basic and diluted net income per share of Class B, non-redeemable common stock $ 0.04 $ (0.02 ) $ 0.02 Statement of Cash Flows for the period from January 19, 2021 (inception) through June 30, 2021 Initial value of Class A common stock subject to possible redemption $ 168,418,850 $ 26,052,628 $ 194,471,478 Change in value of Class A common stock subject to possible redemption $ 21,372,240 $ 4,629,212 $ 26,001,452

Significant Accounting Policies

Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the SEC’s rules and regulations found in Article 8 of Regulation S-X. 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 three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 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 $1,142,358 and did not have any cash equivalents as of September 30, 2021. Cash and Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account consisted of $220,483,041 held in mutual funds invested in U.S. Treasury securities and $61 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. See Note 8 for details. 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, and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. All of the 22,047,293 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 220,472,930 Less: Proceeds allocated to Public Warrants (14,120,504 ) Class A common stock issuance costs (11,880,948 ) Plus: Accretion of carrying value to redemption value 26,001,452 Class A common stock subject to possible redemption $ 220,472,930 Net Income Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 18,633,106 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for such periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,609,041 $ 1,152,260 $ 4,597,005 $ 1,458,911 Denominator: Weighted-average shares outstanding 22,047,293 5,511,823 16,966,130 5,384,390 Basic and diluted net income per share $ 0.21 $ 0.21 $ 0.27 $ 0.27 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 September 30, 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 September 30, 2021. 11 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 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	8 Months Ended
	Sep. 30, 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.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 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”). 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 were forfeited on April 1, 2021. 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 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. 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 September 30, 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. The Company recorded administrative support fees of $75,000 and $156,452 for the three months ended September 30, 2021 and for the period from March 22, 2021 through September 30, 2021.

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Sep. 30, 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.

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 220,483,102 $ 220,483,102 $ - $ - $ 220,483,102 $ 220,483,102 $ - $ - Liabilities: Warrant Liability – Public Warrants $ 7,716,553 $ 7,716,553 $ - $ - Warrant Liability – Private Placement Warrants 6,315,851 - - 6,315,851 $ 14,032,404 $ 7,716,553 $ - $ 6,315,851 The fair value of the Public Warrants at September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2021, the aggregate value of Public Warrants was $7,716,553. The fair value of the Private Placement Warrants 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 September 30, 2021: Private Placement Warrants Expected term (years) 5.50 Expected volatility 14.00 % Risk-free interest rate 1.07 % Fair value of the common stock price $ 9.78 The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the period from January 19, 2021 (inception) through September 30, 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 (for over allotment) 1,860,990 Transfer out of Level 3 to Level 1 (7,716,553 ) Change in valuation inputs or other assumptions (10,060,586 ) Fair value as of September 30, 2021 $ 6,315,851

Stockholders' Equity

Stockholders' Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders’ Equity	Note 9 — 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	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 10 — 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)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the SEC’s rules and regulations found in Article 8 of Regulation S-X. 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 three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 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 $1,142,358 and did not have any cash equivalents as of September 30, 2021.
Cash and Securities Held in Trust Account	Cash and Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account consisted of $220,483,041 held in mutual funds invested in U.S. Treasury securities and $61 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. See Note 8 for details. 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, and accrued expenses are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on this account.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. All of the 22,047,293 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the Class A common stock reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 220,472,930 Less: Proceeds allocated to Public Warrants (14,120,504 ) Class A common stock issuance costs (11,880,948 ) Plus: Accretion of carrying value to redemption value 26,001,452 Class A common stock subject to possible redemption $ 220,472,930
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 18,633,106 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for such periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For the For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,609,041 $ 1,152,260 $ 4,597,005 $ 1,458,911 Denominator: Weighted-average shares outstanding 22,047,293 5,511,823 16,966,130 5,384,390 Basic and diluted net income per share $ 0.21 $ 0.21 $ 0.27 $ 0.27
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 September 30, 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 September 30, 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Restatement of Prior Period F_2

Restatement of Prior Period Financial Statements (Tables)	8 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of condensed financial statements	As Previously Restatement Adjustments As Restated Balance Sheet at March 25, 2021 Class A common stock subject to possible redemption $ 168,418,850 $ 31,581,150 $ 200,000,000 Class A common stock 316 (316 ) - Additional paid-in capital 7,977,695 (7,977,695 ) - Accumulated deficit $ (2,978,581 ) $ (23,603,139 ) $ (26,581,720 ) Balance Sheet at March 31, 2021 Class A common stock subject to possible redemption $ 186,064,090 $ 34,408,840 $ 220,472,930 Class A common stock 344 (344 ) - Additional paid-in capital 8,431,469 (8,431,469 ) - Accumulated deficit $ (3,432,379 ) $ (25,977,027 ) $ (29,409,406 ) Statement of Operations for the period from January 19, 2021 (inception) through March 31, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 1,629,860 338,645 1,968,505 Basic and diluted net income (loss) per share of Class A, common stock subject to redemption $ 0.00 $ (0.49 ) $ (0.49 ) Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 5,850,468 (842,213 ) 5,008,255 Basic and diluted net loss per share of Class B, non-redeemable common stock $ (0.59 ) $ 0.10 $ (0.49 ) Statement of Cash Flows for the period from January 19, 2021 (inception) through March 31, 2021 Initial value of Class A common stock subject to possible redemption $ 168,418,850 $ 26,052,628 $ 194,471,478 Change in value of Class A common stock subject to possible redemption $ 17,645,240 $ 8,356,212 $ 26,001,452 Balance Sheet at June 30, 2021 Class A common stock subject to possible redemption $ 189,791,090 $ 30,681,840 $ 220,472,930 Class A common stock 307 (307 ) - Additional paid-in capital 4,704,530 (4,704,530 ) - Accumulated deficit $ 294,615 $ (25,977,003 ) $ (25,682,388 ) Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 18,606,409 3,440,884 22,047,293 Basic and diluted net income per share of Class A, common stock subject to redemption $ 0.00 $ 0.14 $ 0.14 Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 8,952,707 (3,440,884 ) 5,511,823 Basic and diluted net income per share of Class B, non-redeemable common stock $ 0.42 $ (0.28 ) $ 0.14 Statement of Operations for the period from January 19, 2021 (inception) through June 30, 2021 Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption 11,727,023 2,183,768 13,910,791 Basic and diluted net income per share of Class A, common stock subject to redemption $ 0.00 $ 0.02 $ 0.02 Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock 7,695,590 (2,387,827 ) 5,307,763 Basic and diluted net income per share of Class B, non-redeemable common stock $ 0.04 $ (0.02 ) $ 0.02 Statement of Cash Flows for the period from January 19, 2021 (inception) through June 30, 2021 Initial value of Class A common stock subject to possible redemption $ 168,418,850 $ 26,052,628 $ 194,471,478 Change in value of Class A common stock subject to possible redemption $ 21,372,240 $ 4,629,212 $ 26,001,452

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of Class A common stock reflected on the balance sheet	Gross proceeds from IPO $ 220,472,930 Less: Proceeds allocated to Public Warrants (14,120,504 ) Class A common stock issuance costs (11,880,948 ) Plus: Accretion of carrying value to redemption value 26,001,452 Class A common stock subject to possible redemption $ 220,472,930
Schedule of basic and diluted net income per share for each class of common stock	For the For the Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,609,041 $ 1,152,260 $ 4,597,005 $ 1,458,911 Denominator: Weighted-average shares outstanding 22,047,293 5,511,823 16,966,130 5,384,390 Basic and diluted net income per share $ 0.21 $ 0.21 $ 0.27 $ 0.27

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 220,483,102 $ 220,483,102 $ - $ - $ 220,483,102 $ 220,483,102 $ - $ - Liabilities: Warrant Liability – Public Warrants $ 7,716,553 $ 7,716,553 $ - $ - Warrant Liability – Private Placement Warrants 6,315,851 - - 6,315,851 $ 14,032,404 $ 7,716,553 $ - $ 6,315,851
Schedule of fair value measurements	Private Placement Warrants Expected term (years) 5.50 Expected volatility 14.00 % Risk-free interest rate 1.07 % Fair value of the common stock price $ 9.78
Schedule of changes in the fair value of warrant liabilities	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 (for over allotment) 1,860,990 Transfer out of Level 3 to Level 1 (7,716,553 ) Change in valuation inputs or other assumptions (10,060,586 ) Fair value as of September 30, 2021 $ 6,315,851

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Apr. 02, 2021	Mar. 30, 2021	Mar. 25, 2021	Sep. 30, 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 fees				4,000,000
Deferred underwriting fees				7,000,000
Other offering costs				$ 567,910
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%
Pro rata per share (in Dollars per share)				$ 10
Net tangible assets				$ 5,000,001
Dissolution expenses				$ 100,000
Trust account description				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.
Working capital				$ 1,100,000
Operating bank account				1,600,000
Loan an unsecured promissory note				$ 99,160
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Outstanding voting securities percentage				50.00%
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 1
Sponsor paid offering cost				$ 25,000
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]
Underwriting fees		$ 716,553
Additional units (in Shares)				3,000,000
Purchase unit (in Shares)		2,047,293
Aggregate of gross proceeds		$ 20,472,930
Cash underwriting fees		$ 409,459

Restatement of Prior Period F_3

Restatement of Prior Period Financial Statements (Details)	8 Months Ended
	Sep. 30, 2021USD ($)$ / shares
Condensed Financial Information Disclosure [Abstract]
Class A common stock subject to possible redemption to be equal to the redemption value | $ / shares	$ 10
Net tangible assets | $	$ 5,000,001

Restatement of Prior Period F_4

Restatement of Prior Period Financial Statements (Details) - Schedule of condensed financial statements - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021	Mar. 25, 2021
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	$ 186,064,090	$ 189,791,090	$ 189,791,090	$ 168,418,850
Class A common stock	344	307	307	316
Additional paid-in capital	8,431,469	4,704,530	4,704,530	7,977,695
Accumulated deficit	$ (3,432,379)	$ 294,615	$ 294,615	(2,978,581)
Statement of Operations for the period from January 19, 2021 (inception) through March 31, 2021
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption (in Shares)	1,629,860	18,606,409	11,727,023
Basic and diluted net income (loss) per share of Class A, common stock subject to redemption (in Dollars per share)	$ 0	$ 0	$ 0
Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock (in Shares)	5,850,468	8,952,707	7,695,590
Basic and diluted net income (loss) per share of Class B, non-redeemable common stock (in Shares)	(0.59)	0.42	0.04
Statement of Cash Flows for the period from January 19, 2021 (inception) through March 31, 2021
Initial value of Class A common stock subject to possible redemption	$ 168,418,850		$ 168,418,850
Change in value of Class A common stock subject to possible redemption	17,645,240		21,372,240
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	34,408,840	$ 30,681,840	30,681,840	31,581,150
Class A common stock	(344)	(307)	(307)	(316)
Additional paid-in capital	(8,431,469)	(4,704,530)	(4,704,530)	(7,977,695)
Accumulated deficit	$ (25,977,027)	$ (25,977,003)	$ (25,977,003)	(23,603,139)
Statement of Operations for the period from January 19, 2021 (inception) through March 31, 2021
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption (in Shares)	338,645	3,440,884	2,183,768
Basic and diluted net income (loss) per share of Class A, common stock subject to redemption (in Dollars per share)	$ (0.49)	$ 0.14	$ 0.02
Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock (in Shares)	(842,213)	(3,440,884)	(2,387,827)
Basic and diluted net income (loss) per share of Class B, non-redeemable common stock (in Shares)	0.1	(0.28)	(0.02)
Statement of Cash Flows for the period from January 19, 2021 (inception) through March 31, 2021
Initial value of Class A common stock subject to possible redemption	$ 26,052,628		$ 26,052,628
Change in value of Class A common stock subject to possible redemption	8,356,212		4,629,212
As Revised [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption	220,472,930	$ 220,472,930	220,472,930	200,000,000
Class A common stock
Additional paid-in capital
Accumulated deficit	$ (29,409,406)	$ (25,682,388)	$ (25,682,388)	$ (26,581,720)
Statement of Operations for the period from January 19, 2021 (inception) through March 31, 2021
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption (in Shares)	1,968,505	22,047,293	13,910,791
Basic and diluted net income (loss) per share of Class A, common stock subject to redemption (in Dollars per share)	$ (0.49)	$ 0.14	$ 0.02
Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock (in Shares)	5,008,255	5,511,823	5,307,763
Basic and diluted net income (loss) per share of Class B, non-redeemable common stock (in Shares)	(0.49)	0.14	0.02
Statement of Cash Flows for the period from January 19, 2021 (inception) through March 31, 2021
Initial value of Class A common stock subject to possible redemption	$ 194,471,478		$ 194,471,478
Change in value of Class A common stock subject to possible redemption	$ 26,001,452		$ 26,001,452

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Jan. 20, 2021
Significant Accounting Policies (Details) [Line Items]
Short-term investments	$ 1,142,358	$ 1,142,358
Cash held in trust account	220,483,041	220,483,041
Treasury securities amount	61	61
Federal depository insurance coverage	$ 250,000	250,000
Shared issued (in Shares)	18,633,106
Offering costs		12,693,922
Underwriting commissions		4,409,459
Deferred underwriters		7,716,553
Other cash offering costs	$ 567,910	567,910	$ 25,000
Related Parties Amount in Cost of Sales		$ 812,974
Class A Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shared issued (in Shares)		22,047,293
Common Stock, Redemption Amount (in Shares)		2

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Class A common stock reflected on the balance sheet	8 Months Ended
	Sep. 30, 2021USD ($)
Schedule of Class A common stock reflected on the balance sheet [Abstract]
Gross proceeds from IPO	$ 220,472,930
Less:
Proceeds allocated to Public Warrants	(14,120,504)
Class A common stock issuance costs	(11,880,948)
Plus:
Accretion of carrying value to redemption value	26,001,452
Class A common stock subject to possible redemption	$ 220,472,930

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share for each class of common stock - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A [Member]
Numerator:
Allocation of net income	$ 4,609,041	$ 4,597,005
Denominator:
Weighted-average shares outstanding	22,047,293	16,966,130
Basic and diluted net income per share	$ 0.21	$ 0.27
Class B [Member]
Numerator:
Allocation of net income	$ 1,152,260	$ 1,458,911
Denominator:
Weighted-average shares outstanding	5,511,823	5,384,390
Basic and diluted net income per share	$ 0.21	$ 0.27

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Apr. 02, 2021	Mar. 30, 2021	Mar. 25, 2021	Sep. 30, 2021
Initial Public Offering (Details) [Line Items]
Net proceeds sale of units	$ 220,472,930
Share price	$ 10
Redemption warrant description				In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of 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.
Redemption of warrants description				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 one warrants 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				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.
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Share price				$ 11.5
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units			20,000,000
Unit price per share			$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		2,047,293
Class A Common Stock [Member] | IPO [Member]
Initial Public Offering (Details) [Line Items]
Common stock price			$ 11.5

Private Placement (Details)

Private Placement (Details) - Private Placement Warrant [Member] - USD ($)	Apr. 02, 2021	Sep. 30, 2021
Private Placement (Details) [Line Items]
Aggregate shares purchase (in Shares)	409,459	7,200,000
Share price	$ 1	$ 1
Aggregate purchase price (in Dollars)		$ 7,200,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Share price		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 02, 2021	Mar. 30, 2021	Feb. 07, 2021	Jan. 20, 2021	Sep. 30, 2021	Sep. 30, 2021	Mar. 25, 2021	Mar. 22, 2021
Related Party Transactions (Details) [Line Items]
Share purchase (in Shares)		2,047,293
Share subject to forfeiture (in Shares)	238,177
Sponsor 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.
Aggregate loan					$ 300,000	$ 300,000
Outstanding balance							$ 99,160
Working capital loans						1,500,000
Total amount of cash								$ 25,000
Administrative Fees Expense					$ 75,000	$ 156,452
FounderShares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid offering cost				$ 25,000
Sponsor transferred founder shares (in Shares)			20,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Convertible warrant per shares (in Dollars per share)					$ 1	$ 1
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]
Founders shares subject to forfeitures (in Shares)				750,000
Class B Common Stock [Member] | FounderShares [Member]
Related Party Transactions (Details) [Line Items]
Consideration (in Shares)				5,750,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 30, 2021	Mar. 25, 2021	Sep. 30, 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 shares (in Shares)	2,047,293
Additional underwriting fees	$ 409,459

Fair Value Measurements (Detail

Fair Value Measurements (Details)	8 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Disclosures [Abstract]
Aggregate value of public warrants	$ 7,716,553

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis	Sep. 30, 2021USD ($)
Assets:
Marketable securities held in Trust Account	$ 220,483,102
Total assets	220,483,102
Liabilities:
Warrant Liability	14,032,404
Public Warrants [Member]
Liabilities:
Warrant Liability	7,716,553
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	6,315,851
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Marketable securities held in Trust Account	220,483,102
Total assets	220,483,102
Liabilities:
Warrant Liability	7,716,553
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	7,716,553
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Marketable securities held in Trust Account
Total assets
Liabilities:
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Marketable securities held in Trust Account
Total assets
Liabilities:
Warrant Liability	6,315,851
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 6,315,851

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurements	8 Months Ended
	Sep. 30, 2021$ / shares
Schedule of fair value measurements [Abstract]
Expected term (years)	5 years 6 months
Expected volatility	14.00%
Risk-free interest rate	1.07%
Fair value of the common stock price (in Dollars per share)	$ 9.78

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - Warrant Liabilities [Member]	8 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
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 (for over allotment)	1,860,990
Transfer out of Level 3 to Level 1	(7,716,553)
Change in valuation inputs or other assumptions	(10,060,586)
Fair value as of September 30, 2021	$ 6,315,851

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Apr. 02, 2021	Mar. 30, 2021	Jan. 20, 2021	Sep. 30, 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
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]
Share subject to forfeiture			750,000
Sale of shares		2,047,293
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				400,000,000
Common stock par value (in Dollars per share)				$ 0.0001
Common stock, shares issued				0
Common stock, shares outstanding				0
Common stock subject to possible redemption				22,047,293
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				40,000,000
Common stock par value (in Dollars per share)				$ 0.0001
Common stock, shares issued				5,511,823
Common stock, shares outstanding				5,511,823