Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Feb. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Lerer Hippeau Acquisition Corp. | |
Entity Central Index Key | 0001841948 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | LHAA | |
Security Exchange Name | NASDAQ | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity File Number | 001-40168 | |
Entity Tax Identification Number | 86-1418494 | |
Entity Address, Address Line One | 100 Crosby Street | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10012 | |
City Area Code | 646 | |
Local Phone Number | 237- 4837 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Amendment Description | References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Lerer Hippeau Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Lerer Hippeau Acquisition Corp. as of and for the periods ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021 (the “Original Filing”). On November 9, 2021, Lerer Hippeau Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a section within Note 2, Revision of Previously Reported Financial Statements, (“Note 2”) that described a revision to the Company’s classification of its Class A common stock subject to redemption issued in the Company’s initial public offering (“IPO”) on March 9, 2021. As described in Note 2, upon its IPO, the Company classified a portion of its Class A common stock issued in the IPO (“Public Shares”) as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Also as described in Note 2, the Company’s management revised this interpretation to include temporary equity in tangible assets and present all Public Shares as temporary equity. This resulted in an adjustment to the initial carrying value of its 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 possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Public Shares and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements. Therefore, on December 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued revision to the (i) unaudited interim financial statements for the quarterly period ended March 31, 2021, initially reported in the Q1 Form 10-Q and previously reported as revised in the Original Filing; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, and previously reported as revised in the Original Filing, and (iii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company has restated these financial statements for the Affected Periods and the Post-IPO Balance Sheet will be restated in a subsequent filing.The restatement does not have an impact on its cash position or cash held in the trust account established in connection with the IPO (the “Trust Account”). After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Item 4 – Controls and Procedures, contained herein. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1. Condensed Consolidated Financial Statements Part I, Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I, Item 4 Controls and Procedures Part II, Item 1A. Risk Factors In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Quarterly Report on Form 10-Q of Lerer Hippeau Acquisition Corp. as of and for the quarterly period ended September 30, 2021, as filed with the SEC on November 9, 2021 (the “Original Filing”) is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. | |
Class A common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,951,509 | |
Class B common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,566,546 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 648,377 |
Prepaid expenses | 663,020 |
Total current assets | 1,311,397 |
Investments held in Trust Account | 222,675,973 |
Total Assets | 223,987,370 |
Current liabilities: | |
Accounts payable | 8,387 |
Accrued expenses | 140,115 |
Franchise tax payable | 143,562 |
Total current liabilities | 292,064 |
Deferred underwriting commissions | 7,793,165 |
Total liabilities | 8,085,229 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption, $0.0001 par value; 22,266,185 shares issued and outstanding at a redemption value of $10.00 per share | 222,661,850 |
Stockholders' Deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (6,760,335) |
Total stockholders' deficit | (6,759,709) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 223,987,370 |
Common Class B [Member] | |
Stockholders' Deficit: | |
Common Stock, Value | 557 |
Class A Non Redeemable Common Stock [Member] | |
Stockholders' Deficit: | |
Common Stock, Value | $ 69 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Temporary Equity, Shares Outstanding | 22,266,185 |
Temporary Equity, Shares Issued | 22,266,185 |
Redemption of stock price per share | $ / shares | $ 10 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | 0.0001 |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class B [Member] | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 5,566,546 |
Common Stock, Shares, Outstanding | 5,566,546 |
Class A Non Redeemable Common Stock [Member] | |
Temporary Equity, Shares Outstanding | 22,266,185 |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 685,324 |
Common Stock, Shares, Outstanding | 685,324 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 297,434 | $ 562,691 |
Administrative expenses—related party | 30,000 | 68,387 |
Franchise tax expenses | 50,411 | 143,562 |
Loss from operations | (377,845) | (774,640) |
Gain on investments held in Trust Account | 2,865 | 14,123 |
Net loss | $ (374,980) | $ (760,517) |
Common Class A [Member] | ||
Weighted average shares outstanding basic and diluted | 22,951,509 | 18,614,216 |
Basic and diluted net loss per share | $ (0.01) | $ (0.03) |
Common Class B [Member] | ||
Weighted average shares outstanding basic and diluted | 5,566,546 | 5,459,482 |
Basic and diluted net loss per share | $ (0.01) | $ (0.03) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] |
Balance Beginning at Jan. 11, 2021 | |||||
Balance Beginning, Shares at Jan. 11, 2021 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 24,425 | $ 575 | ||
Issuance of Class B common stock to Sponsor, Shares | 5,750,000 | ||||
Sale of private placement shares to Sponsor in private placement | 6,853,240 | 6,853,171 | $ 69 | ||
Sale of private placement shares to Sponsor in private placement, Shares | 685,324 | ||||
Forfeiture of Class B common stock | 18 | $ (18) | |||
Forfeiture of Class B common stock, Shares | (183,454) | ||||
Accretion of Class A common stock subject to possible redemption | (12,877,432) | $ (6,877,614) | $ (5,999,818) | ||
Net loss | (118,595) | (118,595) | |||
Balance Ending at Mar. 31, 2021 | (6,117,787) | (6,118,413) | $ 69 | $ 557 | |
Balance Ending, Shares at Mar. 31, 2021 | 685,324 | 5,566,546 | |||
Balance Beginning at Jan. 11, 2021 | |||||
Balance Beginning, Shares at Jan. 11, 2021 | |||||
Balance Ending at Jun. 30, 2021 | (6,384,729) | (6,385,355) | $ 69 | $ 557 | |
Balance Ending, Shares at Jun. 30, 2021 | 685,324 | 5,566,546 | |||
Balance Beginning at Jan. 11, 2021 | |||||
Balance Beginning, Shares at Jan. 11, 2021 | |||||
Net loss | (760,517) | ||||
Balance Ending at Sep. 30, 2021 | (6,759,709) | (6,760,335) | $ 69 | $ 557 | |
Balance Ending, Shares at Sep. 30, 2021 | 685,324 | 5,566,546 | |||
Balance Beginning at Mar. 31, 2021 | (6,117,787) | (6,118,413) | $ 69 | $ 557 | |
Net loss | (266,942) | (266,942) | |||
Balance Ending at Jun. 30, 2021 | (6,384,729) | (6,385,355) | $ 69 | $ 557 | |
Balance Ending, Shares at Jun. 30, 2021 | 685,324 | 5,566,546 | |||
Net loss | (374,980) | (374,980) | |||
Balance Ending at Sep. 30, 2021 | $ (6,759,709) | $ (6,760,335) | $ 69 | $ 557 | |
Balance Ending, Shares at Sep. 30, 2021 | 685,324 | 5,566,546 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (760,517) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Gain on investments held in Trust Account | (14,123) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (663,020) |
Accounts payable | 8,387 |
Accrued expenses | 70,115 |
Franchise tax payable | 143,562 |
Net cash used in operating activities | (1,215,596) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (222,661,850) |
Net cash used in investing activities | (222,661,850) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (65,093) |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds received from initial public offering | 222,661,850 |
Proceeds received from private placement | 6,853,240 |
Offering costs paid | (4,949,174) |
Net cash provided by financing activities | 224,525,823 |
Net increase in cash | 648,377 |
Cash - beginning of the period | |
Cash - end of the period | 648,377 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accounts payable | 70,000 |
Offering costs paid by related party under promissory note | 65,093 |
Deferred underwriting commissions in connection with the initial public offering | $ 7,793,165 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Lerer Hippeau Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 12, 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 12, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is LHAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 shares of Class A common stock, including the issuance of 2,266,185 shares of Class A common stock as a result of the underwriters’ partial exercise of their Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 685,324 shares of Class A common stock (each, a “Private Placement Share” and collectively, the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $222.7 million ($10.00 per share 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a Public Stockholder The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023, or during any extended period of time that it may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account . Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $648,000 in its operating bank account and working capital of approximately $1.2 million (not taking into account approximately $144,000 in franchise The Company’s liquidity needs to date have been satisfied through a cash contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan of approximately $65,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 11, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on March 5, 2021. Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify its Public Shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 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. The Company had previously classified a portion of its Public Shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its Certificate of Incorporation currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K “Post-IPO 10-Qs Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 225,706,083 $ — $ 225,706,083 Total liabilities $ 9,162,020 $ — $ 9,162,020 Class A common stock subject to redemption at $10.00 per share $ 211,544,060 $ 11,117,790 $ 222,661,850 Preferred stock — — — Class A common stock 180 (111 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,117,861 (5,117,861 ) — Accumulated deficit (118,595 ) (5,999,818 ) (6,118,413 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (11,117,790 ) $ (6,117,787 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 225,706,083 $ — $ 225,706,083 Shares of Class A common stock subject to redemption 21,154,406 1,111,779 22,266,185 Shares of Class A common stock 1,797,103 (1,111,779 ) 685,324 The Company’s unaudited condensed statement of stockholders’ equity has been restated to refl e The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (52,580 ) $ 52,580 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 224,323,964 $ — $ 224,323,964 Total liabilities $ 8,046,843 $ — $ 8,046,843 Class A common stock subject to redemption at $10.00 per share $ 211,277,120 $ 11,384,730 $ 222,661,850 Preferred stock — — — Class A common stock 182 (113 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,384,799 (5,384,799 ) — Accumulated deficit (385,537 ) (5,999,818 ) (6,385,355 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,384,730 ) $ (6,384,729 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 224,323,964 $ — $ 224,323,964 Shares of Class A common stock subject to redemption 21,127,712 1,138,473 22,266,185 Shares of Class A common stock 1,823,797 (1,138,473 ) 685,324 The Company’s unaudited condensed statement of stockholders’ equity has been r e The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (319,520 ) $ 319,520 $ — In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings (loss) per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net loss $ (118,595 ) $ — $ (118,595 ) Weighted average shares outstanding - Class A common stock 22,266,185 (14,831,189 ) 7,434,996 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 5,405,535 (222,006 ) 5,183,529 Basic and diluted earnings per share - Class B common stock $ (0.02 ) $ 0.01 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (266,942 ) $ — $ (266,942 ) Weighted average shares outstanding - Class A common stock 22,266,185 685,324 22,951,509 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 6,251,870 (685,324 ) 5,566,546 Basic and diluted earnings per share - Class B common stock $ (0.04 ) $ 0.03 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net loss $ (385,537 ) $ — $ (385,537 ) Weighted average shares outstanding - Class A common stock 22,266,185 (6,115,123 ) 16,151,062 Basic and diluted earnings per share - Class A common stock $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B common stock 5,880,946 (482,265 ) 5,398,681 Basic and diluted earnings per share - Class B common stock $ (0.07 ) $ 0.05 $ (0.02 ) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain from investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed balance sheet. 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs. Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 22,266,185 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets in the amount of approximately $160,000 with a full valuation recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For The Period From January 12, Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (301,786 ) $ (73,194 ) $ (588,045 ) $ (172,472 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 18,614,216 5,459,482 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 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 | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 9, 2021, the Company consummated its Initial Public Offering of 22,266,185 Public Shares, including the issuance of 2,266,185 Public Shares as a result of the underwriters’ partial exercise of their |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On January 20, 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. The initial stockholders agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 9, 2021, the underwriter partially exercised the over-allotment option to purchase 2,266,185 Public Shares and forfeited the remainder of its option; thus, an aggregate of 183,454 Founder Shares were forfeited and canceled by the Company. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 685,324 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of approximately $6.9 million. A portion of the proceeds from the sale of the Private Placement Shares to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On January 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest under the Note and on March 11, 2021, the Company repaid the Note in full. As of September 30, 2021, the Note is no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on NASDAQ and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through September 30, 2021, the Company incurred expenses of $30,000 and approximately $68,000 under this agreement, respectively. As of September 30, 2021, the amount due to the Sponsor The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day underwriters their The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $4.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $7.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 – Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders shares The Class A common stock subject to possible redemption reflected on the accompanying unaudited Gross proceeds $ 222,661,850 Less: Offering costs allocated to Class A common stock subject to possible redemption (12,877,432 ) Plus: Accretion on Class A common stock subject to possible redemption amount 12,877,432 Class A common stock subject to possible redemption $ 222,661,850 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders’ Equity Preferred Stock – shares of Class A Common Stock – Class B Common Stock – underwriters their Class B Stockholders of record are entitled to one vote for each share held on all matters to be voted The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,675,973 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels in the three months ended September 30, 2021, and for the period from January 12, 2021 (inception) through September 30, 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, except with respect to the restatements described in Note 2, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 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 financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from January 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s final prospectus filed with the SEC on March 5, 2021. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify its Public Shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 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. The Company had previously classified a portion of its Public Shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its Certificate of Incorporation currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K “Post-IPO 10-Qs Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows, and net income (loss). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 225,706,083 $ — $ 225,706,083 Total liabilities $ 9,162,020 $ — $ 9,162,020 Class A common stock subject to redemption at $10.00 per share $ 211,544,060 $ 11,117,790 $ 222,661,850 Preferred stock — — — Class A common stock 180 (111 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,117,861 (5,117,861 ) — Accumulated deficit (118,595 ) (5,999,818 ) (6,118,413 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (11,117,790 ) $ (6,117,787 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 225,706,083 $ — $ 225,706,083 Shares of Class A common stock subject to redemption 21,154,406 1,111,779 22,266,185 Shares of Class A common stock 1,797,103 (1,111,779 ) 685,324 The Company’s unaudited condensed statement of stockholders’ equity has been restated to refl e The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (52,580 ) $ 52,580 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 224,323,964 $ — $ 224,323,964 Total liabilities $ 8,046,843 $ — $ 8,046,843 Class A common stock subject to redemption at $10.00 per share $ 211,277,120 $ 11,384,730 $ 222,661,850 Preferred stock — — — Class A common stock 182 (113 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,384,799 (5,384,799 ) — Accumulated deficit (385,537 ) (5,999,818 ) (6,385,355 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,384,730 ) $ (6,384,729 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 224,323,964 $ — $ 224,323,964 Shares of Class A common stock subject to redemption 21,127,712 1,138,473 22,266,185 Shares of Class A common stock 1,823,797 (1,138,473 ) 685,324 The Company’s unaudited condensed statement of stockholders’ equity has been r e The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (319,520 ) $ 319,520 $ — In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings (loss) per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net loss $ (118,595 ) $ — $ (118,595 ) Weighted average shares outstanding - Class A common stock 22,266,185 (14,831,189 ) 7,434,996 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 5,405,535 (222,006 ) 5,183,529 Basic and diluted earnings per share - Class B common stock $ (0.02 ) $ 0.01 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (266,942 ) $ — $ (266,942 ) Weighted average shares outstanding - Class A common stock 22,266,185 685,324 22,951,509 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 6,251,870 (685,324 ) 5,566,546 Basic and diluted earnings per share - Class B common stock $ (0.04 ) $ 0.03 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net loss $ (385,537 ) $ — $ (385,537 ) Weighted average shares outstanding - Class A common stock 22,266,185 (6,115,123 ) 16,151,062 Basic and diluted earnings per share - Class A common stock $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B common stock 5,880,946 (482,265 ) 5,398,681 Basic and diluted earnings per share - Class B common stock $ (0.07 ) $ 0.05 $ (0.02 ) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain from investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed balance sheet. |
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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. These costs amounted to approximately $12.9 million, consisting of approximately $4.5 million of underwriting fees, $7.8 million of deferred underwriting fees and $0.6 million of other offering costs. |
Class A Common Stock Shares Subject to Possible Redemption | Class A Common Stock Shares Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, 22,266,185 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2021, the Company had deferred tax assets in the amount of approximately $160,000 with a full valuation recorded against it. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For The Period From January 12, Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (301,786 ) $ (73,194 ) $ (588,045 ) $ (172,472 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 18,614,216 5,459,482 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) |
Recent Accounting Pronouncement | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net loss per share for each class of common stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Three Months Ended For The Period From January 12, Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (301,786 ) $ (73,194 ) $ (588,045 ) $ (172,472 ) Denominator: Basic and diluted weighted average common shares outstanding 22,951,509 5,566,546 18,614,216 5,459,482 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) $ (0.03 ) $ (0.03 ) |
Schedule of impact of restatement on financial statements | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 225,706,083 $ — $ 225,706,083 Total liabilities $ 9,162,020 $ — $ 9,162,020 Class A common stock subject to redemption at $10.00 per share $ 211,544,060 $ 11,117,790 $ 222,661,850 Preferred stock — — — Class A common stock 180 (111 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,117,861 (5,117,861 ) — Accumulated deficit (118,595 ) (5,999,818 ) (6,118,413 ) Total stockholders’ equity (deficit) $ 5,000,003 $ (11,117,790 ) $ (6,117,787 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 225,706,083 $ — $ 225,706,083 Shares of Class A common stock subject to redemption 21,154,406 1,111,779 22,266,185 Shares of Class A common stock 1,797,103 (1,111,779 ) 685,324 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (52,580 ) $ 52,580 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021: As of June 30, 2021 (unaudited) As Reported Adjustment As Restated Total assets $ 224,323,964 $ — $ 224,323,964 Total liabilities $ 8,046,843 $ — $ 8,046,843 Class A common stock subject to redemption at $10.00 per share $ 211,277,120 $ 11,384,730 $ 222,661,850 Preferred stock — — — Class A common stock 182 (113 ) 69 Class B common stock 557 — 557 Additional paid-in capital 5,384,799 (5,384,799 ) — Accumulated deficit (385,537 ) (5,999,818 ) (6,385,355 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (11,384,730 ) $ (6,384,729 ) Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 224,323,964 $ — $ 224,323,964 Shares of Class A common stock subject to redemption 21,127,712 1,138,473 22,266,185 Shares of Class A common stock 1,823,797 (1,138,473 ) 685,324 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Initial value of Class A common stock subject to possible redemption $ 211,596,640 $ (211,596,640 ) $ — Change in value of Class A common stock subject to possible redemption $ (319,520 ) $ 319,520 $ — Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net loss $ (118,595 ) $ — $ (118,595 ) Weighted average shares outstanding - Class A common stock 22,266,185 (14,831,189 ) 7,434,996 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 5,405,535 (222,006 ) 5,183,529 Basic and diluted earnings per share - Class B common stock $ (0.02 ) $ 0.01 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (266,942 ) $ — $ (266,942 ) Weighted average shares outstanding - Class A common stock 22,266,185 685,324 22,951,509 Basic and diluted earnings per share - Class A common stock $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding - Class B common stock 6,251,870 (685,324 ) 5,566,546 Basic and diluted earnings per share - Class B common stock $ (0.04 ) $ 0.03 $ (0.01 ) Earnings (Loss) Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net loss $ (385,537 ) $ — $ (385,537 ) Weighted average shares outstanding - Class A common stock 22,266,185 (6,115,123 ) 16,151,062 Basic and diluted earnings per share - Class A common stock $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding - Class B common stock 5,880,946 (482,265 ) 5,398,681 Basic and diluted earnings per share - Class B common stock $ (0.07 ) $ 0.05 $ (0.02 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the accompanying unaudited Gross proceeds $ 222,661,850 Less: Offering costs allocated to Class A common stock subject to possible redemption (12,877,432 ) Plus: Accretion on Class A common stock subject to possible redemption amount 12,877,432 Class A common stock subject to possible redemption $ 222,661,850 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Funds that invest in U.S. Treasury Securities $ 222,675,973 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Mar. 09, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 0.35 | $ 0.35 | |||
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 | |||
Offering cost | 12,900,000 | 4,949,174 | |||
Deferred underwriting commissions non current | $ 7,793,165 | $ 7,800,000 | 7,793,165 | ||
Proceeds from Issuance of Private Placement | $ 6,900,000 | ||||
Percent of net assets held in the trust account | 80.00% | 80.00% | |||
Percentage of voting interests acquired | 50.00% | 50.00% | |||
Redemption of stock price per share | $ 10 | $ 10 | $ 10 | $ 10 | |
Minimum amount for redemption of net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Percent of stock redeem | 100.00% | 100.00% | |||
Interest on dissolution expenses | $ 100,000 | ||||
Per share value of the residual assets remaining available for distribution | $ 10 | $ 10 | |||
Amount per public share held in the Trust Account | 10 | 10 | |||
Maximum [Member] | |||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Amount per public share held in the Trust Account | $ 10 | $ 10 | |||
Liquidity [Member] | |||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Amount held at bank | $ 648,000 | $ 648,000 | |||
Working capital amount | 1,200,000 | 1,200,000 | |||
Investment Income, Interest | 144,000 | ||||
Related Party Transaction, Amounts paid | 25,000 | ||||
Loan amount | 65,000 | 65,000 | |||
Working capital loan | $ 0 | $ 0 | |||
Private Placement [Member] | |||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Warrants issued during the period | 685,324 | ||||
Warrants issued price per warrant | $ 10 | $ 10 | |||
IPO [Member] | |||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Stock issued during period shares, new issues | 22,266,185 | ||||
Sale of stock issue price per share | $ 10 | ||||
IPO [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||||
Stock issued during period shares, new issues | 2,266,185 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Class of Stock [Line Items] | |
Federal depository insurance coverage limit | $ 250,000 |
Class A common stock subject to possible redemption | 222,661,850 |
Deferred tax assets | 160,000 |
Minimum amount for redemption of net tangible assets | 5,000,001 |
IPO [Member] | |
Class of Stock [Line Items] | |
Offering costs associated with initial public offering | 12,900,000 |
Underwriting fee | 4,500,000 |
Deferred underwriting fee | 7,800,000 |
Other offering costs | 600,000 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption | $ 22,266,185 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of impact of restatement on financial statements (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jan. 20, 2021 | Jan. 11, 2021 |
Prior Period Adjustment [Abstract] | ||||||||
Total Assets | $ 223,987,370 | $ 223,987,370 | $ 223,987,370 | |||||
Total liabilities | 8,085,229 | 8,085,229 | 8,085,229 | |||||
Class A common stock subject to redemption at $10.00 per share | 222,661,850 | 222,661,850 | 222,661,850 | |||||
Preferred stock | ||||||||
Additional Paid-in Capital | 0 | 0 | 0 | |||||
Accumulated deficit | (6,760,335) | (6,760,335) | (6,760,335) | |||||
Total stockholders' equity (deficit) | (6,759,709) | (6,759,709) | $ (6,384,729) | $ (6,117,787) | $ (6,384,729) | (6,759,709) | ||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 223,987,370 | $ 223,987,370 | $ 223,987,370 | |||||
Shares of Class A common stock subject to redemption | 22,266,185 | 22,266,185 | 22,266,185 | |||||
Net loss | $ (374,980) | (266,942) | (118,595) | $ (760,517) | ||||
As Reported | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
Total Assets | 224,323,964 | 225,706,083 | 224,323,964 | |||||
Total liabilities | 8,046,843 | 9,162,020 | 8,046,843 | |||||
Class A common stock subject to redemption at $10.00 per share | 211,277,120 | 211,544,060 | 211,277,120 | |||||
Preferred stock | ||||||||
Additional Paid-in Capital | 5,384,799 | 5,117,861 | 5,384,799 | |||||
Accumulated deficit | (385,537) | (118,595) | (385,537) | |||||
Total stockholders' equity (deficit) | 5,000,001 | 5,000,003 | 5,000,001 | |||||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 224,323,964 | $ 225,706,083 | $ 224,323,964 | |||||
Shares of Class A common stock subject to redemption | 21,127,712 | 21,154,406 | 21,127,712 | |||||
Shares of Class A common stock | 1,823,797 | 1,797,103 | 1,823,797 | |||||
Initial value of Class A common stock subject to possible redemption | $ 211,596,640 | $ 211,596,640 | ||||||
Change in value of Class A common stock subject to possible redemption | (52,580) | (319,520) | ||||||
Net loss | $ (266,942) | (118,595) | (385,537) | |||||
Adjustment | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
Class A common stock subject to redemption at $10.00 per share | 11,384,730 | 11,117,790 | 11,384,730 | |||||
Additional Paid-in Capital | (5,384,799) | (5,117,861) | (5,384,799) | |||||
Accumulated deficit | (5,999,818) | (5,999,818) | (5,999,818) | |||||
Total stockholders' equity (deficit) | $ (11,384,730) | $ (11,117,790) | $ (11,384,730) | |||||
Shares of Class A common stock subject to redemption | 1,138,473 | 1,111,779 | 1,138,473 | |||||
Shares of Class A common stock | (1,138,473) | (1,111,779) | (1,138,473) | |||||
Initial value of Class A common stock subject to possible redemption | $ (211,596,640) | $ (211,596,640) | ||||||
Change in value of Class A common stock subject to possible redemption | 52,580 | 319,520 | ||||||
As Restated | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
Total Assets | $ 224,323,964 | 225,706,083 | 224,323,964 | |||||
Total liabilities | 8,046,843 | 9,162,020 | 8,046,843 | |||||
Class A common stock subject to redemption at $10.00 per share | 222,661,850 | 222,661,850 | 222,661,850 | |||||
Accumulated deficit | (6,385,355) | (6,118,413) | (6,385,355) | |||||
Total stockholders' equity (deficit) | (6,384,729) | (6,117,787) | (6,384,729) | |||||
Total Liabilities, Class A common stock Subject to Possible Redemption and Stockholders' Equity (Deficit) | $ 224,323,964 | $ 225,706,083 | $ 224,323,964 | |||||
Shares of Class A common stock subject to redemption | 22,266,185 | 22,266,185 | 22,266,185 | |||||
Shares of Class A common stock | 685,324 | 685,324 | 685,324 | |||||
Net loss | $ (266,942) | $ (118,595) | $ (385,537) | |||||
Common Class A [Member] | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
Class A common stock subject to redemption at $10.00 per share | $ 222,661,850 | $ 222,661,850 | $ 222,661,850 | |||||
Shares of Class A common stock subject to redemption | 22,266,185 | 22,266,185 | 22,266,185 | |||||
Weighted average shares outstanding | 22,951,509 | 22,951,509 | 18,614,216 | |||||
Basic and diluted earnings per share | $ (0.01) | $ (0.03) | ||||||
Common Class A [Member] | As Reported | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ 182 | $ 180 | $ 182 | |||||
Weighted average shares outstanding | 22,266,185 | 22,266,185 | 22,266,185 | |||||
Common Class A [Member] | Adjustment | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ (113) | $ (111) | $ (113) | |||||
Weighted average shares outstanding | 685,324 | (14,831,189) | (6,115,123) | |||||
Basic and diluted earnings per share | $ (0.01) | $ (0.01) | $ (0.02) | |||||
Common Class A [Member] | As Restated | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ 69 | $ 69 | $ 69 | |||||
Weighted average shares outstanding | 22,951,509 | 7,434,996 | 16,151,062 | |||||
Basic and diluted earnings per share | $ (0.01) | $ (0.01) | $ (0.02) | |||||
Common Class B [Member] | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ 557 | $ 557 | $ 557 | |||||
Shares of Class A common stock | 5,566,546 | 5,566,546 | 5,566,546 | 5,750,000 | ||||
Weighted average shares outstanding | 5,566,546 | 5,459,482 | ||||||
Basic and diluted earnings per share | $ (0.01) | $ (0.03) | ||||||
Common Class B [Member] | As Reported | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ 557 | $ 557 | $ 557 | |||||
Weighted average shares outstanding | 6,251,870 | 5,405,535 | 5,880,946 | |||||
Basic and diluted earnings per share | $ (0.04) | $ (0.02) | $ (0.07) | |||||
Common Class B [Member] | Adjustment | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
Weighted average shares outstanding | (685,324) | (222,006) | (482,265) | |||||
Basic and diluted earnings per share | $ 0.03 | $ 0.01 | $ 0.05 | |||||
Common Class B [Member] | As Restated | ||||||||
Prior Period Adjustment [Abstract] | ||||||||
common stock | $ 557 | $ 557 | $ 557 | |||||
Weighted average shares outstanding | 5,566,546 | 5,183,529 | 5,398,681 | |||||
Basic and diluted earnings per share | $ (0.01) | $ (0.01) | $ (0.02) |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of impact of restatement on financial statements (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Redemption of stock price per share | $ 10 | $ 10 | $ 10 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A redeemable common stock [Member] | ||
Numerator: Net Income minus Net Earnings allocable to Class A Common stock subject to possible redemption | ||
Allocation of Net loss | $ (301,786) | $ (588,045) |
Denominator: weighted average Non-redeemable Common stock | ||
Basic and diluted weighted average common shares outstanding | 22,951,509 | 18,614,216 |
Basic and diluted net loss per common share | $ (0.01) | $ (0.03) |
Class B Non Redeemable Common Stock [Member] | ||
Numerator: Net Income minus Net Earnings allocable to Class A Common stock subject to possible redemption | ||
Allocation of Net loss | $ (73,194) | $ (172,472) |
Denominator: weighted average Non-redeemable Common stock | ||
Basic and diluted weighted average common shares outstanding | 5,566,546 | 5,459,482 |
Basic and diluted net loss per common share | $ (0.01) | $ (0.03) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Sep. 30, 2021 |
Public Offering [Line Items] | ||
Sale of stock issue price per share | $ 0.35 | |
Gross proceeds from share issued | $ 222,700,000 | $ 25,000 |
Offering cost | 12,900,000 | $ 4,949,174 |
Deferred underwriting commissions non current | $ 7,800,000 | |
IPO [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period shares, new issues | 22,266,185 | |
Sale of stock issue price per share | $ 10 | |
IPO [Member] | Over-Allotment Option [Member] | ||
Public Offering [Line Items] | ||
Stock issued during period shares, new issues | 2,266,185 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 09, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | May 31, 2021 | Mar. 11, 2021 |
Related Party Transaction [Line Items] | |||||||
Sale of stock issue price per share | $ 0.35 | $ 0.35 | |||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | ||||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | ||||||
Debt Conversion, Warrants Issued | $ 1,500,000 | $ 1,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | |||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued during the period | 685,324 | ||||||
Warrants issued price per warrant | $ 10 | $ 10 | |||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | ||||||
Private Placement [Member] | Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued during the period | 685,324 | ||||||
Warrants issued price per warrant | $ 10 | ||||||
Proceeds from Issuance of Private Placement | $ 6,900,000 | ||||||
Sponsor [Member] | Related Party Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loan received from related party | $ 300,000 | ||||||
Promissory notes Payable | $ 65,000 | ||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction amounts of transaction per month | $ 10,000 | ||||||
Related party expense for administrative services | $ 30,000 | 68,000 | |||||
Accounts Payable, Related Parties | $ 8,000 | $ 8,000 | |||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period shares, new issues | 5,750,000 | ||||||
Sale of stock issue price per share | $ 0.0001 | ||||||
Related Party Transaction, Amounts paid | $ 25,000 | ||||||
Ordinary shares were subject to forfeiture | 183,454 | 750,000 | |||||
Proposed offering, percentage | 20.00% | ||||||
Share transfer, trigger price price per share | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Number of days for a particular event to get over for determining trading period | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2021 | Sep. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional sale of stock | 3,000,000 | |
Stock Issued During Period, Stock Options Exercised | 2,266,185 | |
UnderWriting discount per unit | $ 0.20 | |
Payments for Underwriting Expense | $ 4.5 | |
Sale of stock issue price per share | $ 0.35 | |
Deferred underwriting commissions | $ 7.8 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) | Sep. 30, 2021$ / sharesshares |
Temporary equity, shares outstanding | 22,266,185 |
Common Class A [Member] | |
Common stock, shares authorized | 200,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Temporary equity, shares outstanding | 22,266,185 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Summary of ClassA Common Stock Subject to Possible Redemption (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Temporary Equity [Line Items] | |
Gross proceeds | $ 222,661,850 |
Plus: | |
Class A common stock subject to possible redemption | 222,661,850 |
Common Class A [Member] | |
Temporary Equity [Line Items] | |
Gross proceeds | 222,661,850 |
Less: | |
Offering costs allocated to Class A common stock subject to possible redemption | (12,877,432) |
Plus: | |
Accretion on Class A common stock subject to possible redemption amount | 12,877,432 |
Class A common stock subject to possible redemption | $ 222,661,850 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2021 | Mar. 09, 2021 | Jan. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | ||||
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 | 22,266,185 | ||
Common Class A [Member] | |||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Share conversion percentage | 20.00% | ||||
Common Stock, Voting Rights | one-for-one basis | ||||
Temporary Equity, Shares Outstanding | 22,266,185 | 22,266,185 | 22,266,185 | ||
Weighted average shares outstanding basic and diluted | 22,951,509 | 22,951,509 | 18,614,216 | ||
Common Class B [Member] | |||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 5,566,546 | 5,750,000 | 5,566,546 | 5,566,546 | |
Common Stock, Shares, Outstanding | 5,566,546 | 5,750,000 | 5,566,546 | 5,566,546 | |
Shares forfeiture | 183,454 | 750,000 | |||
Proposed offering, percentage | 20.00% | ||||
Stock Issued During Period, Stock Options Exercised | 2,266,185 | ||||
Weighted average shares outstanding basic and diluted | 5,566,546 | 5,459,482 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Detail) - US Treasury Securities [Member] | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities | $ 222,675,973 |
Level 2 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities | |
Level 3 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Funds that invest in U.S. Treasury Securities |