Document And Entity Information
Document And Entity Information - shares | 8 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | JAWS HURRICANE ACQUISITION CORPORATION | |
Trading Symbol | HCNE | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001843205 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40479 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1679100 | |
Entity Address, Address Line One | 1601 Washington Avenue | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33139 | |
City Area Code | (305) | |
Local Phone Number | 695-5500 | |
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 31,625,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 7,906,250 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheet | Sep. 30, 2021USD ($) |
CURRENT ASSETS | |
Cash | $ 368,618 |
Prepaid expenses and other current assets | 904,093 |
Total current assets | 1,272,711 |
LONG-TERM ASSETS | |
Cash and investments held in trust account | 316,261,368 |
TOTAL ASSETS | 317,534,079 |
CURRENT LIABILITIES | |
Accounts payable | 231,329 |
Franchise taxes payable | 100,000 |
Total current liabilities | 331,329 |
LONG-TERM LIABILITIES | |
Deferred underwriting fee payable | 11,068,750 |
Derivative warrant liabilities | 13,879,063 |
Total long-term liabilities | 24,947,813 |
Total liabilities | 25,279,142 |
COMMITMENTS AND CONTINGENCIES | |
Class A common stock subject to possible redemption, $0.0001 par value, 31,625,000 shares at redemption value of $10.00 per share. | 316,250,000 |
STOCKHOLDERS’ DEFICIT | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Class A Common Stock; $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 31,625,000 shares subject to possible redemption), as of September 30, 2021. | |
Class B Common Stock; $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding as of September 30, 2021. | 791 |
Additional paid-in capital | |
Accumulated deficit | (23,995,854) |
Total stockholders’ deficit | (23,995,063) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO REDEMPTION, AND STOCKHOLDERS’ DEFICIT | $ 317,534,079 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheet (Parentheticals) | Sep. 30, 2021USD ($)$ / sharesshares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Subject to possible redemption, Shares (in Dollars) | $ | $ 31,625,000 |
Subject to possible redemption, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Subject to possible redemption, per share (in Dollars per share) | $ / shares | 10 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | |
Common stock, shares outstanding | |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 7,906,250 |
Common stock, shares outstanding | 7,906,250 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||
General and administrative | $ 336,408 | $ 517,064 |
Franchise tax | 50,000 | 100,000 |
Total operating expenses | 386,408 | 617,064 |
OTHER INCOME (EXPENSE) | ||
Interest earned on investments in Trust Account | 10,278 | 11,420 |
Change in fair value of warrants | 9,931,751 | 9,021,800 |
Offering costs related to warrant issuance | (499,469) | |
Unrealized loss on investments in Trust Account | (53) | (53) |
Total other income (expense) | 9,941,976 | 8,533,698 |
NET INCOME | $ 9,555,568 | $ 7,916,634 |
Class A Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding (in Shares) | 31,625,000 | 13,270,098 |
Basic and diluted net income (Loss) per share (in Dollars per share) | $ 0.24 | $ 0.37 |
Class B Common Stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding (in Shares) | 7,906,250 | 7,906,250 |
Basic and diluted net income (Loss) per share (in Dollars per share) | $ 0.24 | $ 0.37 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class ACommon Stock | Class BCommon Stock | Additional paid-in capital | Retained earnings | Total |
Balance at Jan. 18, 2021 | |||||
Balance (in Shares) at Jan. 18, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 791 | 24,209 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 7,906,250 | ||||
Net income (loss) | (1,356) | (1,356) | |||
Balance at Sep. 30, 2021 | $ 791 | (23,995,854) | (23,995,063) | ||
Balance (in Shares) at Sep. 30, 2021 | 7,906,250 | ||||
Balance at Mar. 31, 2021 | $ 791 | 24,209 | (1,356) | 23,644 | |
Balance (in Shares) at Mar. 31, 2021 | 7,906,250 | ||||
Excess cash received over the fair value of the private warrants | 426,570 | 426,570 | |||
Accretion for Class A common stock to redemption value | (450,779) | (31,912,488) | (32,363,267) | ||
Net income (loss) | (1,637,578) | (1,637,578) | |||
Balance at Jun. 30, 2021 | $ 791 | (33,551,422) | (33,550,631) | ||
Balance (in Shares) at Jun. 30, 2021 | 7,906,250 | ||||
Net income (loss) | 9,555,568 | 9,555,568 | |||
Balance at Sep. 30, 2021 | $ 791 | $ (23,995,854) | $ (23,995,063) | ||
Balance (in Shares) at Sep. 30, 2021 | 7,906,250 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows | 8 Months Ended |
Sep. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net income | $ 7,916,634 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments in Trust Account | (11,420) |
Unrealized loss on investments in Trust Account | 53 |
Offering costs related to warrant issuance | 499,469 |
Change in fair value of derivative warrant liabilities | (9,021,800) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (904,093) |
Accounts payable | 231,329 |
Franchise taxes payable | 100,000 |
Net cash flows used in operating activities | (1,189,828) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Cash deposited to Trust Account | (316,250,000) |
Net cash flows used in investing activities | (316,250,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from sale of private placement warrants | 8,325,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 309,925,000 |
Payment of offering costs | (441,554) |
Borrowings Under Promissory Note | 174,494 |
Repayment of Promissory Note | (174,494) |
Net cash flows provided by financing activities | 317,808,446 |
NET INCREASE (DECREASE) IN CASH | 368,618 |
CASH, BEGINNING OF PERIOD | |
CASH, END OF PERIOD | 368,818 |
Supplemental disclosure of noncash activities: | |
Deferred offering costs paid by Sponsor in exchange for Class B common stock | 25,000 |
Initial classification of derivative warrant liability | 22,900,863 |
Deferred underwriting fee payable | $ 11,068,750 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations JAWS Hurricane Acquisition Corporation (the “Company”) was incorporated in Delaware on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 11, 2021. On June 15, 2021, the Company consummated the Initial Public Offering of 27,500,000 units (the “Units”) with respect to the Class A common stock (the “Class A Common Stock”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $275,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,750,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, JAWS Hurricane Sponsor, LLC, generating gross proceeds of $7,500,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $15,566,551, consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees payable (which are held in the Trust Account as defined below) and $466,551 of other costs. As described in Note 5, the $9,625,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by June 14, 2023, subject to the terms of the underwriting agreement. Following the closing of the Initial Public Offering on June 15, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Simultaneously with the closing of the Initial Public Offering on June 15, 2021, the Company consummated the closing of the sale of 4,125,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (the “Overallotment Units”), generating additional gross proceeds of $41,250,000 and incurring additional offering costs of $2,268,750 in underwriting fees of which $1,443,750 is deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 412,500 Private Placement Warrants to the Sponsor, generating gross proceeds of $825,000. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by June 14, 2023, 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should 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 have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within 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 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the Company has access to funds from the closing of Initial Public Offering that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of a Business Combination and one year from the date of the issuance of these financial statements. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal and recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in 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. At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares issuance costs (17,360,832 ) Plus: Accretion of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption $ 316,250,000 Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounted to $17,860,301. Of this amount, $17,360,832 was charged to stockholders’ equity upon the completion of the Initial Public Offering and $499,469 was expensed due to allocating certain offering costs to the warrant liability. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. At 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 account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Net Income (Loss) Per Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 12,068,750 shares of Common Stock at $11.50 per share were issued on June 15, 2021. At September 30, 2021, no warrants have been exercised. The 12,068,750 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. 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 For the Basic and diluted net income per share: Class A Class B Class A Class B Numerator: Allocation of net income, including accretion of temporary equity $ 7,644,454 $ 1,911,114 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and dilution net income per share $ 0.24 $ 0.24 $ 0.37 $ 0.37 Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 of $232,085 which had a full valuation allowance against it. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis as of September 30, 2021. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). Simultaneously with the Initial Public Offering, the underwriters’ exercised their over-allotment option whereby an additional 4,125,000 Units at a price of $10.00 per Unit under the same terms as those sold in the Initial Public Offering. |
Private Placement
Private Placement | 8 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,750,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant for an aggregate purchase price of $7,500,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). Concurrently with the underwriter’s exercise of the over-allotment, the Company consummated a private sale of an additional 412,500 Private Placement Warrants to the Sponsor at a price of $2.00 per Private Placement Unit generating gross proceeds of $825,000. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering and the underwriter’s exercise of the over-allotment are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 19, 2021, the Sponsor purchased 7,906,250 shares (the “Founder Shares”) of the Company’s Class B Common Stock, par value $0.0001 (“Class B Common Stock”), for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Sponsor agreed to forfeit up to 1,031,250 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Promissory Note – Related Party On January 19, 2021 , the Company entered into unsecured promissory notes (the “Promissory Notes”) with affiliates of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) the completion of the Initial Public Offering or (ii) the date on which the Company determined not to conduct the Initial Public Offering. The outstanding balance under the Promissory Note of $174,494 was repaid at the closing of the Initial Public Offering on June 15, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Services Fee The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. As of September 30, 2021, $36,667 in administrative services has been paid by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement dated June 15, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the underwriters a 45-day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On June 15, 2021, the underwriters exercised their overallotment option and purchased 4,125,000 units at a purchase price of $10.00 per unit. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,500,000 in the aggregate at the closing of the Initial Public Offering, and $825,000 in conjunction with the underwriters’ exercise of its overallotment option. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $9,625,000 in the aggregate from the closing of the Initial Public Offering, and $1,443,750 from the underwriters’ exercise of its overallotment option will be payable to the underwriters. 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 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders' Equity
Stockholders' Equity | 8 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Common Stock Class A Common Stock Class B Common Stock Holders of shares of Class A Common Stock and shares of Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of a Business Combination at a ratio such that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Common Stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A Common Stock or equity-linked securities exercisable for or convertible into shares of Class A Common Stock issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B Common Stock convert into shares of Class A Common Stock at a rate of less than one-to-one. Preferred Stock |
Warrants
Warrants | 8 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities Disclosure [Abstract] | |
Warrants | Note 8 — Warrants At September 30, 2021 there were 7,906,250 Public Warrants and 4,162,500 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue a share of Class A Common Stock upon exercise of a warrant unless the share of Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price per share of Class A Common Stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s shares of Class A Common Stock; ● if, and only if, the closing price of our shares of Class A Common Stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the shares of Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of shares of Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions) and (z) the volume weighted average trading price of its shares of Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under “Redemption of Warrants when the price per share of Class A Common Stock equals or exceeds $10.00,” so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by a modified Black-Scholes option pricing model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. U.S. Treasury Securities The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the Trust Account were comprised of $979 in cash and $316,260,389 in U.S. Treasury Securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Amortized Gross Fair Value Assets: U.S. Treasury Securities 1 316,260,389 (3,426 ) 316,256,963 Liabilities: Warrant Liability - Public Warrants 1 - - 9,092,188 Warrant Liability - Private Warrants 2 - - 4,786,875 The Company initially utilized a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its common shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. As of September 30, 2021, the fair value of the Public Warrants is based on their listed trading price and the fair value of the Private Placement Warrants is measured by reference to the listed trading price of the Public Warrants. The Warrants were classified as Level 2 at the respective measurement dates. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. As of September 30, 2021, there are no longer any Level 3 warrant liabilities. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 8 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Revision of Prior Period Financial Statements | Note 10 —Revision of Prior Period Financial Statements The Company identified errors on the Form 8-K IPO balance sheet as of June 15, 2021 and Form 10-Q as of June 30, 2021. 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 errors and has determined that the related impacts were not material to any prior quarterly or 8-K report, but that correcting the cumulative impact of such errors would be significant to our balance sheet for the period January 19, 2021 (inception) through September 30, 2021. Accordingly, the Company has corrected such immaterial errors by adjusting its June 15, 2021 and June 30, 2021 balance sheets and classified all public shares of Common Stock as redeemable on the balance sheet. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item. As of June 15, 2021 As Reported Adjustment As Adjusted Revised Balance Sheet Ordinary shares subject to redemption $ 278,830,810 $ 37,419,190 $ 316,250,000 Class A Common Stock, $0.0001 par value 374 (374 ) - Class B Common Stock, $0.0001 par value 791 0 791 Additional paid-in-capital 5,506,328 (5,506,328 ) - Retained earnings (507,492 ) (31,912,488 ) (32,419,980 ) Total shareholders’ equity $ 283,830,811 $ - $ 283,830,811 |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements other than noted below. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the Company has access to funds from the closing of Initial Public Offering that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of a Business Combination and one year from the date of the issuance of these financial statements. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal and recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in 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. At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 31,625,000 shares of Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet is reconciled in the following table: Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares issuance costs (17,360,832 ) Plus: Accretion of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption $ 316,250,000 |
Offering Costs | Offering Costs Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Offering costs amounted to $17,860,301. Of this amount, $17,360,832 was charged to stockholders’ equity upon the completion of the Initial Public Offering and $499,469 was expensed due to allocating certain offering costs to the warrant liability. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. At 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 account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 12,068,750 shares of Common Stock at $11.50 per share were issued on June 15, 2021. At September 30, 2021, no warrants have been exercised. The 12,068,750 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. 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 For the Basic and diluted net income per share: Class A Class B Class A Class B Numerator: Allocation of net income, including accretion of temporary equity $ 7,644,454 $ 1,911,114 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and dilution net income per share $ 0.24 $ 0.24 $ 0.37 $ 0.37 |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under 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 of $232,085 which had a full valuation allowance against it. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis as of September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) | Gross proceeds $ 316,250,000 Less: Fair value of Public Warrants at issuance (15,002,435 ) Class A shares issuance costs (17,360,832 ) Plus: Accretion of carrying value to redemption value 32,363,267 Class A common stock subject to possible redemption $ 316,250,000 |
Schedule of two classes of shares, which are referred to as Common Stock | For the For the Basic and diluted net income per share: Class A Class B Class A Class B Numerator: Allocation of net income, including accretion of temporary equity $ 7,644,454 $ 1,911,114 $ 4,968,210 $ 2,948,424 Denominator: Weighted average shares outstanding 31,625,000 7,906,250 13,270,098 7,906,250 Basic and dilution net income per share $ 0.24 $ 0.24 $ 0.37 $ 0.37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the company’s liabilities that are measured at fair value on a recurring basis | Level Amortized Gross Fair Value Assets: U.S. Treasury Securities 1 316,260,389 (3,426 ) 316,256,963 Liabilities: Warrant Liability - Public Warrants 1 - - 9,092,188 Warrant Liability - Private Warrants 2 - - 4,786,875 |
Revision of Prior Period Fina_2
Revision of Prior Period Financial Statements (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of effect of the revision on each financial statement | As of June 15, 2021 As Reported Adjustment As Adjusted Revised Balance Sheet Ordinary shares subject to redemption $ 278,830,810 $ 37,419,190 $ 316,250,000 Class A Common Stock, $0.0001 par value 374 (374 ) - Class B Common Stock, $0.0001 par value 791 0 791 Additional paid-in-capital 5,506,328 (5,506,328 ) - Retained earnings (507,492 ) (31,912,488 ) (32,419,980 ) Total shareholders’ equity $ 283,830,811 $ - $ 283,830,811 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 8 Months Ended |
Jun. 15, 2021 | Sep. 30, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 275,000,000 | $ 7,500,000 |
Offering costs | 15,566,551 | |
Underwriting fees | 5,500,000 | |
Deferred underwriting fees payable | 9,625,000 | |
Other costs | $ 466,551 | |
Additional units (in Shares) | 412,500 | |
Fair market value, percentage | 80.00% | |
Net tangible assets | $ 5,000,001 | |
Obligation redeem percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Trust account price per share (in Dollars per share) | $ 10 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Deferred underwriting fees payable | $ 9,625,000 | |
Outstanding voting securities percentage | 50.00% | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of units (in Shares) | 27,500,000 | |
Price per unit (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Sale of units (in Shares) | 3,750,000 | |
Price per unit (in Dollars per share) | $ 10 | $ 2 |
Gross proceeds | $ 825,000 | |
Sale of warrants (in Shares) | 3,750,000 | |
Net proceeds | $ 316,250,000 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | 41,250,000 | |
Offering costs | $ 2,268,750 | |
Additional units (in Shares) | 4,125,000 | |
Underwriting fees | $ 1,443,750 | |
Public share price (in Dollars per share) | $ 10 | |
Class A Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | 12 | |
Public share price (in Dollars per share) | $ 10 | |
Percentage of redeem public shares | 15.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 8 Months Ended |
Jun. 15, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 17,860,301 | |
Stockholders’ equity | 17,360,832 | |
Offering costs related to warrant liability | 499,469 | |
Federal deposit | 250,000 | |
Common stock par value (in Dollars per share) | $ 11.5 | |
Investment income the trust account | 12,068,750 | |
Deferred tax assets | $ 232,085 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Class A Common Stock subject to possible redemption (in Shares) | 31,625,000 | |
Class A Common Stock [Member] | Private Placement [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Private placement purchase shares (in Shares) | 12,068,750 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of basic and diluted net income (loss) [Abstract] | |
Gross proceeds | $ 316,250,000 |
Fair value of Public Warrants at issuance | (15,002,435) |
Class A shares issuance costs | (17,360,832) |
Accretion of carrying value to redemption value | 32,363,267 |
Class A common stock subject to possible redemption | $ 316,250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of two classes of shares, which are referred to as Common Stock - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income, including accretion of temporary equity | $ 7,644,454 | $ 4,968,210 |
Denominator: | ||
Weighted average shares outstanding | 31,625,000 | 13,270,098 |
Basic and dilution net income per share | $ 0.24 | $ 0.37 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income, including accretion of temporary equity | $ 1,911,114 | $ 2,948,424 |
Denominator: | ||
Weighted average shares outstanding | 7,906,250 | 7,906,250 |
Basic and dilution net income per share | $ 0.24 | $ 0.37 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 8 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of units | shares | 27,500,000 |
Purchase price per share | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Additional unit | shares | 4,125,000 |
Purchase price per share | $ 10 |
Class A Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Description of proposed public offering | Each Unit consists of one share of Class A Common Stock (such shares of Class A Common Stock included in the Units being offered, the “Public Shares”), and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Purchase price per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 8 Months Ended | |
Sep. 30, 2021 | Jun. 15, 2021 | |
Private Placement (Details) [Line Items] | ||
Number of shares | 3,750,000 | |
Price per share | $ 2 | $ 10 |
Aggregate purchase price | $ 7,500,000 | |
Description of private placement | Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Number of shares | 412,500 | |
Price per share | $ 2 | |
Aggregate purchase price | $ 825,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 8 Months Ended | ||
Jun. 15, 2021 | Jan. 20, 2021 | Sep. 30, 2021 | Jan. 19, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Principal amount | $ 300,000 | |||
Description of working capital loans | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. | |||
Monthly fee for office space, secretarial and administrative services | $ 10,000 | |||
Support services | $ 36,667 | |||
Business Combination [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Description of transaction | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. | |||
Initial Public Offering [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares purchased (in Shares) | 27,500,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Outstanding closing balance repaid | $ 174,494 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares purchased (in Shares) | 7,906,250 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Aggregate price | $ 25,000 | |||
Forfeited shares (in Shares) | 1,031,250 | |||
Class A Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||
Price per share (in Dollars per share) | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Underwriting Agreement [Member] - USD ($) | 1 Months Ended | 8 Months Ended |
Jun. 15, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Number of units | 4,125,000 | 4,125,000 |
Price per unit (in Dollars per share) | $ 10 | |
Discount price (in Dollars per share) | $ 0.2 | |
Aggregate share value (in Dollars) | $ 5,500,000 | |
Agreement description | the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $9,625,000 in the aggregate from the closing of the Initial Public Offering, and $1,443,750 from the underwriters’ exercise of its overallotment option will be payable to the underwriters. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Exercise amount | 825,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 8 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | |
Converted basis percentage | 20.00% |
Preferred stock, shares authorized | 1,000,000 |
Class A Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 200,000,000 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Subject to possible redemption, Shares (in Dollars) | $ | $ 31,625,000 |
Class A Common Stock [Member] | Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Subject to possible redemption, Shares (in Dollars) | $ | $ 31,625,000 |
Class B Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class B Common Stock [Member] | Common Stock [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Share subject to forfeiture | 7,906,250 |
Warrants (Details)
Warrants (Details) | 8 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants (Details) [Line Items] | |
Description of redemption of warrants | Redemptions of warrants when the price per share of Class A Common Stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the shares of Class A Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Redemption of outstanding warrants, description | Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s shares of Class A Common Stock; ● if, and only if, the closing price of our shares of Class A Common Stock equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ●if the closing price of the shares of Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Redemption trigger price per share | $ 10 |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Common stock price | $ 10 |
Total equity proceeds, percentage | 60.00% |
Minimum [Member] | |
Warrants (Details) [Line Items] | |
Market value newly issued price, per share percentage | 115.00% |
Redemption trigger price per share | $ 10 |
Maximum [Member] | |
Warrants (Details) [Line Items] | |
Market value newly issued price, per share percentage | 180.00% |
Redemption trigger price per share | $ 18 |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding (in Shares) | shares | 7,906,250 |
Private Placement Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrants outstanding (in Shares) | shares | 4,162,500 |
Warrant [Member] | |
Warrants (Details) [Line Items] | |
Market value per share | $ 9.2 |
Redemption trigger price per share | 10 |
Class A Common Stock [Member] | |
Warrants (Details) [Line Items] | |
Redemption trigger price per share | 10 |
Class A Common Stock [Member] | Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Common stock price | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2021shares |
Public Warrants [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Warrants outstanding | 979 |
Private Placement Warrants [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Warrants outstanding | 316,260,389 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of the company’s liabilities that are measured at fair value on a recurring basis | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Level 1 [Member] | Amortized Cost [Member] | |
Assets: | |
U.S. Treasury Securities | $ 316,260,389 |
Level 1 [Member] | Gross Holding Loss [Member] | |
Assets: | |
U.S. Treasury Securities | (3,426) |
Level 1 [Member] | Fair Value [Member] | |
Assets: | |
U.S. Treasury Securities | 316,256,963 |
Level 3 [Member] | Amortized Cost [Member] | |
Liabilities: | |
Warrant Liability - Public Warrants | |
Warrant Liability - Private Warrants | |
Level 3 [Member] | Gross Holding Loss [Member] | |
Liabilities: | |
Warrant Liability - Public Warrants | |
Warrant Liability - Private Warrants | |
Level 3 [Member] | Fair Value [Member] | |
Liabilities: | |
Warrant Liability - Public Warrants | 9,092,188 |
Warrant Liability - Private Warrants | $ 4,786,875 |
Revision of Prior Period Fina_3
Revision of Prior Period Financial Statements (Details) - Schedule of effect of the revision on each financial statement | Jun. 15, 2021USD ($) |
As Reported [Member] | |
Revised Balance Sheet | |
Ordinary shares subject to redemption | $ 278,830,810 |
Class A Common Stock, $0.0001 par value | 374 |
Class B Common Stock, $0.0001 par value | 791 |
Additional paid-in-capital | 5,506,328 |
Retained earnings | (507,492) |
Total shareholders’ equity | 283,830,811 |
Adjustment [Member] | |
Revised Balance Sheet | |
Ordinary shares subject to redemption | 37,419,190 |
Class A Common Stock, $0.0001 par value | (374) |
Class B Common Stock, $0.0001 par value | 0 |
Additional paid-in-capital | (5,506,328) |
Retained earnings | (31,912,488) |
Total shareholders’ equity | |
As Adjusted [Member] | |
Revised Balance Sheet | |
Ordinary shares subject to redemption | 316,250,000 |
Class A Common Stock, $0.0001 par value | |
Class B Common Stock, $0.0001 par value | 791 |
Additional paid-in-capital | |
Retained earnings | (32,419,980) |
Total shareholders’ equity | $ 283,830,811 |
Revision of Prior Period Fina_4
Revision of Prior Period Financial Statements (Details) - Schedule of effect of the revision on each financial statement (Parentheticals) | Jun. 15, 2021$ / shares |
As Reported [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | $ 0.0001 |
As Reported [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | 0.0001 |
Adjustment [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | 0.0001 |
Adjustment [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | 0.0001 |
As Adjusted [Member] | Common Class A [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | 0.0001 |
As Adjusted [Member] | Common Class B [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Common stock par value | $ 0.0001 |