Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 17, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-40707 | |
Entity Registrant Name | Gladstone Acquisition Corp | |
Entity Central Index Key | 0001843248 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1458374 | |
Entity Address, Address Line One | 1521 Westbranch Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | McLean | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
City Area Code | 703 | |
Local Phone Number | 287-5800 | |
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | GLEE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | GLEEU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | GLEEW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,702,330 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Jun. 30, 2021USD ($) | |
Current Assets: | ||
Cash | $ 12,347 | |
Total Current Assets | 12,347 | |
Deferred offering cost | 465,318 | |
Total Assets | 477,665 | |
Current Liabilities: | ||
Accrued offering costs and expenses | 213,353 | |
Promissory Note - Related Party | 240,000 | |
Total Current Liabilities | 453,353 | |
Commitments and Contingencies (see Note 6) | 0 | |
Stockholder's Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 24,712 | |
Accumulated deficit | (688) | |
Total Stockholder's Equity | 24,312 | |
Total Liabilities and Stockholder's Equity | 477,665 | |
Class A Common Stock [Member] | ||
Stockholder's Equity: | ||
Common Stock, Value, Issued | 0 | |
Total Stockholder's Equity | 0 | |
Class B Common Stock [Member] | ||
Stockholder's Equity: | ||
Common Stock, Value, Issued | 288 | [1] |
Total Stockholder's Equity | $ 288 | |
[1] | Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ election to partially exercise their over-allotment option on August 18, 2021, 123,120 of the Founder Shares are no longer subject to forfeiture (see Note 8). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Aug. 18, 2021 | Jun. 30, 2021 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, other shares, outstanding | 375,000 | |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | |
Common stock, shares issued | 2,875,000 | |
Common stock, shares outstanding | 2,875,000 | |
Common stock, other shares, outstanding | 375,000 | |
Class B Common Stock [Member] | Subsequent Event [Member] | ||
Common stock, other shares, outstanding | 123,120 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Income Statement [Abstract] | |||
Formation cost | $ 0 | $ 688 | |
Net loss | $ 0 | $ (688) | |
Basic and diluted weighted average shares outstanding | [1] | 2,500,000 | 2,500,000 |
Basic and diluted net loss per common stock | $ 0 | $ 0 | |
[1] | Excludes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ election to partially exercise their over-allotment option on August 18, 2021, 123,120 of the Founder Shares are no longer subject to forfeiture (see Note 8). |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - Class B Common Stock [Member] - shares | Aug. 18, 2021 | Jun. 30, 2021 |
Weighted average number of shares, common stock subject to repurchase or cancellation | 375,000 | |
Subsequent Event [Member] | ||
Weighted average number of shares, common stock subject to repurchase or cancellation | 123,120 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | ||
Beginning balance at Jan. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance, Shares at Jan. 13, 2021 | 0 | 0 | [1] | ||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,712 | $ 288 | ||||
Issuance of Class B common stock to Sponsor, Shares | [1] | 2,875,000 | |||||
Net loss | (688) | (688) | |||||
Ending balance at Mar. 31, 2021 | 24,312 | 24,712 | (688) | $ 0 | $ 288 | ||
Ending balance , Shares at Mar. 31, 2021 | 0 | 2,875,000 | [1] | ||||
Beginning balance at Jan. 13, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | ||
Beginning balance, Shares at Jan. 13, 2021 | 0 | 0 | [1] | ||||
Net loss | (688) | ||||||
Ending balance at Jun. 30, 2021 | 24,312 | 24,712 | (688) | $ 0 | $ 288 | ||
Ending balance , Shares at Jun. 30, 2021 | 0 | 2,875,000 | [1] | ||||
Beginning balance at Mar. 31, 2021 | 24,312 | 24,712 | (688) | $ 0 | $ 288 | ||
Beginning balance, Shares at Mar. 31, 2021 | 0 | 2,875,000 | [1] | ||||
Net loss | 0 | ||||||
Ending balance at Jun. 30, 2021 | $ 24,312 | $ 24,712 | $ (688) | $ 0 | $ 288 | ||
Ending balance , Shares at Jun. 30, 2021 | 0 | 2,875,000 | [1] | ||||
[1] | Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ election to partially exercise their over-allotment option on August 18, 2021, 123,120 of the Founder Shares are no longer subject to forfeiture (see Note 8). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - Class B Common Stock [Member] - shares | Aug. 18, 2021 | Jun. 30, 2021 |
Common stock shares subject to forfeiture | 375,000 | |
Subsequent Event [Member] | ||
Common stock shares subject to forfeiture | 123,120 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net loss | $ (688) |
Net cash used in operating activities | (688) |
Cash Flows from Financing Activities: | |
Proceeds from sale of founder shares to initial stockholder | 25,000 |
Proceeds from issuance of promissory note to related party | 390,000 |
Payment of promissory note to related party | (150,000) |
Payment of deferred offering costs | (251,965) |
Net cash provided by financing activities | 13,035 |
Net change in cash | 12,347 |
Cash, January 14, 2021 (inception) | 0 |
Cash, end of the period | 12,347 |
Supplemental disclosure of cash flow information: | |
Accrued/deferred offering costs | $ 430,021 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Gladstone Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on January 14, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector (“Business Combination”). While the Company may pursue an initial Business Combination target in any business or industry, the Company intends to focus its search on the farming and agricultural sectors, including farming related operations and businesses that support the farming industry, where the management team has extensive experience. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from January 14, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “IPO”) described below. 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 The Company’s sponsor is Gladstone Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 4, 2021 (the “Effective Date”). On August 9, 2021, the Company consummated its IPO of 10,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, which is discussed in Note 3, and the sale of 4,200,000 warrants (the “Initial Private Warrants”) one-half In connection with the IPO, the Company issued 200,000 shares of Class A Common Stock to the underwriters of the IPO (the “Representative Shares”) in a private placement for nominal consideration. Units, generating an aggregate of gross proceeds of $ Simultaneously with the exercise of the Underwriters’ over-allotment option, the Sponsor of the Company purchased an additional warrants (together with the Initial Private Warrants, the “Private Warrants”), generating aggregate gross proceeds of $ (see Note 8), and the Company issued an additional 9,850 Representative Shares for nominal consideration. Transaction costs related to the IPO and partial over-allotment exercise amounted to $ of fair value of the 209,850 Representative Shares, which were issued for nominal consideration, and $ of other cash offering costs, which were charged to equity. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private 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 (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the IPO on August 9, 2021 and the partial over-allotment exercise on August 18, 2021, $107,023,296 ($10.20 per Unit) from the net proceeds sold in the IPO and over-allotment, including the proceeds of the sale of the Private Warrants, was deposited in a Trust Account (“Trust Account”) and invested in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to provide for the redemption of its public stock in connection with an initial Business Combination or to redeem pre-initial The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A Common Stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, whether they participate in or abstain from voting or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation will provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, without the Company’s prior consent. The Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose any amendment to Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”) or (b) with respect to any other material provisions relating to stockholders’ rights or pre-initial If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share e The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the IPO, 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 during the Combination Period. Liquidity and Capital Resources As of June 30, 2021, the Company had $12,347 of cash in its operating bank account and a working capital deficit of $441,006. The Company’s liquidity needs up to June 30, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $240,000 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. After consummation of the IPO on August 9, 2021, and the partial over-allotment exercise on August 18, 2021, the Company had $2,023,122 in its operating bank account, and working capital of $1,475,504. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the initial audited financial statements and notes thereto for the period from January 14, 2021 (inception) to March 31, 2021 as filed with the SEC on August 6, 2021. The interim results for the three months ended June 30, 2021 and for the period from January 14, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $12,347 in cash and no cash equivalents as of June 30, 2021. Deferred Offering Costs Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO and were charged to stockholder’s equity upon the completion of the IPO. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Class A Common Stock Subject to Possible Redemption As of June 30, 2021, there were no shares of Class A Common Stock issued or outstanding. The Company will account for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholder’s equity. The Company’s shares of Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from January 14, 2021 (inception) through June 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 immaterial for the period ending June 30, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On August 9, 2021, the Company consummated its IPO of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share and one-half . As payment for services including the exercise of the over-allotment option, the underwriters received 209,850 Representative Shares for nominal consideration. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor purchased an aggregate of 4,200,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $4,200,000. Simultaneously with the exercise of the underwriters’ The Private Warrants are identical to the warrants sold in the IPO except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. The Private Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants are redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its Founder Shares (as defined below) and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive its redemption rights with respect to its Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 25, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B Common Stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares represent 20 % of the Company’s issued and outstanding stock after the IPOIPO. On August 18, 2021, the underwriters partially exercised their over-allotment option which left The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A Common Stock equals or exceeds $ 30-trading lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. As of June 30, 2021, the Company has borrowed $ under the Note. The Company repaid the Note on September 2, 2021. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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 $1.5 million of such Working Capital Loans may be convertible into Private Warrants at a price of $1.00 per Private Warrant. As of June 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of June 30, 2021, no such monthly fees have been incurred. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Representative Shares and Private Warrants (including securities contained therein), including warrants that may be issued upon conversion of working capital loans, and any shares of Class A Common Stock issuable upon the exercise of the Private Warrants and any shares of Class A Common Stock and warrants (and underlying Class A Common Stock) that may be issued upon conversion of the warrants issued as part of the working capital loans and Class A Common Stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company bears the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day Units The underwriters are entitled to a deferred underwriting discount of $ million in the aggregate if the underwriters’ over-allotment option is exercised in full) are 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. Representative’s Class A Common Stock In connection with the consummation of the IPO and the subsequent exercise of the over-allotment option, the Company issued 209,850 Representative Shares to the representative and its designees for nominal consideration. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to any such shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or certain amendments to the charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO (or 18 months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, subject to the Sponsor depositing additional funds into the trust account as described in more detail in the prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial months from the closing of the IPO, if the Company extends the period of time to consummate a business combination, subject to the Sponsor depositing additional funds into the trust account as described in more detail in this prospectus). The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders (excluding the holders of the Representative Shares) collectively own % of the Company’s issued and outstanding Common Stock after the IPO (excluding the Representative Shares). Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law or stock exchange rule; provided that only holders of the Class B Common Stock have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B Common Stock may remove a member of the board of directors for any reason. The Class B Common Stock will automatically convert into Class A Common Stock on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted % of the sum of (a) the total number of all shares of Class A Common Stock issued and outstanding (including any shares of Class A Common Stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the IPO, plus (b) the sum of all shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any shares of Class A Common Stock issued pursuant to a forward purchase agreement), excluding the Representative Shares and any shares of Class A Common Stock or equity-linked securities or rights exercisable for or convertible into Class A Common Stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Founder Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A Common Stock redeemed in connection with the initial Business Combination, provided that such conversion of shares of Class B Common Stock shall never be less than the initial conversion ratio. In no event will the Class B Common Stock convert into Class A Common Stock at a rate of less than one-to-one. Public Warrants — Warrants issued or outstanding. The Public Warrants become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than If a registration statement covering the Class A Common Stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s 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 elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On August 9, 2021, the Company consummated its IPO of 10,000,000 Units at $10.00 per Unit, which is discussed in Note 3, and the sale of 4,200,000 Private Warrants which is discussed in Note 4, at a price of $1.00 in a private placement to the Sponsor that closed simultaneously with the IPO. Each Unit consists of one share of Class A Common Stock and one-half On August 18, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 492,480 Units, generating aggregate gross proceeds of $4,924,800. Simultaneously with the exercise of the underwriters’ over-allotment option, the Sponsor of the Company purchased an additional 98,496 Private Warrants, generating aggregate gross proceeds of $98,496 , and the Company issued an additional 9,850 Representative Shares for nominal consideration. The exercise of this over-allotment meant that 123,120 Founder Shares were no longer subject to forfeiture. Transaction costs related to the IPO and partial over-allotment exercise and the over-allotment amounted to $6,265,859 consisting of $3,672,368 of deferred underwriting commissions, $2,098,500 of fair value of the Representative Shares, and $494,991 of other cash offering costs. Following the closing of the IPO on August 9, 2021, and the partial over-allotment exercise on August 18, 2021, $107,023,296 ($10.20 per Unit) from the net proceeds sold in the IPO and over-allotment, including the proceeds of the sale of the Private Warrants, was deposited in a Trust Account (“Trust Account”). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 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 complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the initial audited financial statements and notes thereto for the period from January 14, 2021 (inception) to March 31, 2021 as filed with the SEC on August 6, 2021. The interim results for the three months ended June 30, 2021 and for the period from January 14, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $12,347 in cash and no cash equivalents as of June 30, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO and were charged to stockholder’s equity upon the completion of the IPO. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. |
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As of June 30, 2021, there were no shares of Class A Common Stock issued or outstanding. The Company will account for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholder’s equity. The Company’s shares of Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. |
Net Loss Per Common Share | Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from January 14, 2021 (inception) through June 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 immaterial for the period ending June 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Aug. 18, 2021 | Aug. 09, 2021 | Jun. 30, 2021 | Jan. 13, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |||
Temporary equity redemption price per share | $ 10.20 | |||
Minimum net worth to consummate business combination | $ 5,000,001 | |||
Percentage of public shares that can be transferred without any restriction | 15.00% | |||
Expenses payable on dissolution | $ 100,000 | |||
Operating bank account | 12,347 | $ 0 | ||
Net working capital | 441,006 | |||
Proceeds from sponsor | 25,000 | |||
Promissory Note - Related Party | $ 240,000 | |||
Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |||
Operating bank account | $ 2,023,122 | |||
Net working capital | $ 1,475,504 | |||
Minimum [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Class A Common Stock [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Representative Shares [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Conversion of stock, shares issued | 9,850 | |||
Representative Shares [Member] | Maximum [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Conversion of stock, shares issued | 209,850 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period shares | 10,000,000 | |||
Sale of stock issue price per share | $ 10 | |||
Total transaction costs incurred in connection with initial public offering | $ 6,265,859 | |||
Deferred Underwriting Commissions | 3,672,368 | |||
Fair value of the representative shares | 2,098,500 | |||
Other cash offering costs | 494,991 | |||
Proceeds from Issuance or Sale of Equity | $ 107,023,296 | |||
Per share value of restricted asset | $ 10.20 | |||
IPO [Member] | Class A Common Stock [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value | 0.0001 | |||
Class of warrants or rights exercise price per share | $ 11.50 | |||
IPO [Member] | Private Warrants [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 4,200,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||
Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period shares | 492,480 | |||
Proceeds from Issuance of Common Stock | $ 4,924,800 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during the period shares | 492,480 | |||
Proceeds from Issuance of Common Stock | $ 4,924,800 | |||
Over-Allotment Option [Member] | Private Warrants [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights warrants issued during the period units | 98,496 | 98,496 | ||
Proceeds from Issuance of Warrants | $ 98,496 | $ 98,496 | ||
Private Placement [Member] | Representative Shares [Member] | Subsequent Event [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock issued during period, shares, issued for services | 200,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Cash | $ 12,347 |
Cash Equivalents, at Carrying Value | 0 |
Cash, FDIC Insured Amount | $ 250,000 |
Common stock, other shares, outstanding | shares | 375,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 0 |
Unrecognized Tax Benefits | $ 0 |
Accrued for interest and penalties | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Aug. 18, 2021 | Aug. 09, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | |||
Proceeds from issuance of initial public offering | $ 25,000 | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 492,480 | ||
Proceeds from Issuance of Common Stock | $ 4,924,800 | ||
Subsequent Event [Member] | Representative Shares [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock, shares issued | 209,850 | ||
Subsequent Event [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding term | 5 years | ||
Subsequent Event [Member] | After Completion Of Business Combination [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants are exercisable | 30 days | ||
Subsequent Event [Member] | From The Completion Of Initial Public Offer [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Period after which the warrants are exercisable | 12 months | ||
Subsequent Event [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 10,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Proceeds from issuance of initial public offering | $ 100,000,000 | ||
Proceeds from Issuance or Sale of Equity | $ 107,023,296 | ||
Subsequent Event [Member] | IPO [Member] | Representative Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 209,850 | ||
Subsequent Event [Member] | IPO [Member] | Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||
Class of warrants or rights exercise price per share | $ 11.50 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 492,480 | ||
Proceeds from Issuance of Common Stock | $ 4,924,800 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Aug. 09, 2021 | Jun. 30, 2021 |
Private Placement [Line Items] | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |
Subsequent Event [Member] | ||
Private Placement [Line Items] | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO | 18 months | |
Waive of rights to liquidating distributions from trust account respect to founder shares in case business combination not consummated period | 18 months | |
Private Placement Warrants [Member] | Subsequent Event [Member] | ||
Private Placement [Line Items] | ||
Number of days from which warrants become transferred or sold by the holders after the initial business combination | 30 days | |
Private Placement Warrants [Member] | Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 98,496 | |
Proceeds from the issuance of warrants | $ 98,496 | |
Private Placement Warrants [Member] | Sponsor [Member] | Subsequent Event [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 4,200,000 | |
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |
Proceeds from the issuance of warrants | $ 4,200,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 09, 2021 | Jan. 25, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Aug. 18, 2021 |
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||
Percentage of shares own by holders to common stock issued and outstanding after proposed public offering | 20.00% | ||||
Common stock, other shares, outstanding | 375,000 | ||||
Proceeds from Related Party Debt | $ 390,000 | ||||
Due to Related Parties Current | 240,000 | ||||
Working Capital Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument Convertible Into Warrants | $ 1,500,000 | ||||
Debt Instrument Conversion Price | $ 1 | ||||
Due to Related Parties Current | $ 0 | ||||
Sponsor [Member] | Office Space, Secretarial And Administrative [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | 10,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | 300,000 | ||||
Proceeds from Related Party Debt | $ 240,000 | ||||
IPO [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of shares own by holders to common stock issued and outstanding after proposed public offering | 20.00% | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Value, Issued for Services | $ 288 | ||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock, other shares, outstanding | 375,000 | ||||
Common Class B [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, other shares, outstanding | 375,000 | ||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | ||||
Share Price | $ 0.009 | ||||
Stock Issued During Period, Shares, New Issues | 2,875,000 | ||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share transfer, trigger price per share | $ 12 | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Number of trading days for determining share price | 30 days | ||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | ||||
Subsequent Event [Member] | Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, other shares, outstanding | 123,120 | ||||
Subsequent Event [Member] | Common Class B [Member] | Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, other shares, outstanding | 123,120 | ||||
Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 18, 2021 | Aug. 09, 2021 | Jun. 30, 2021 |
Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO | 18 months | ||
Subsequent Event [Member] | Representative Common Stock [Member] | |||
Other Commitments [Line Items] | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO | 15 months | ||
Waive of rights to liquidating distributions from trust account respect to shares in case business combination not consummated period | 15 months | ||
Subsequent Event [Member] | Representative Common Stock [Member] | Extended Period Of Time To Cosummate A Business Combination [Member] | |||
Other Commitments [Line Items] | |||
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO | 18 months | ||
Waive of rights to liquidating distributions from trust account respect to shares in case business combination not consummated period | 18 months | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 492,480 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 492,480 | ||
IPO [Member] | Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 10,000,000 | ||
IPO [Member] | Subsequent Event [Member] | Representative Shares [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 209,850 | ||
Underwriting Agreement [Member] | |||
Other Commitments [Line Items] | |||
Deferred Underwriting Discount Per Unit | $ 0.35 | ||
Deferred Underwriting Discount Noncurrent | $ 3,500 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Deferred Underwriting Discount Noncurrent | $ 4,030 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | Common Class A [Member] | |||
Other Commitments [Line Items] | |||
Overallotment Option Vesting Period | 45 days | ||
Stock issued during the period shares | 1,500,000 | ||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 492,480 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Class of Stock [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, other shares, outstanding | 375,000 |
Percentage of shares own by holders to common stock issued and outstanding after proposed public offering | 20.00% |
Common stock, threshold percentage on conversion of shares | 20.00% |
Public Warrants [Member] | |
Class of Stock [Line Items] | |
Warrants issued | 0 |
Warrants Oustanding | 0 |
Number of business days after the closing of business combination made efforts for SEC registration statement | 15 days |
Period within which registration statement shall be effective on closure of business combination | 60 days |
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | |
Class of Stock [Line Items] | |
Share Price | $ / shares | $ 9.20 |
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% |
Volume weighted average price per share | $ / shares | $ 9.20 |
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price One [Member] | |
Class of Stock [Line Items] | |
Redemption trigger price as a percentage of the newly issued price | 115.00% |
Class of warrants or right redemption trigger price | $ / shares | $ 18 |
Public Warrants [Member] | Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member] | |
Class of Stock [Line Items] | |
Redemption trigger price as a percentage of the newly issued price | 180.00% |
Public Warrants [Member] | Share Price Equals Or Exceeds 18 Usd [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights redemption per share | $ / shares | $ 0.01 |
Class Of Warrant Or Right, Prior Written Notice Of Redemption | 30 days |
Share Price | $ / shares | $ 18 |
Number of consecutive trading days to determine call of warrant redemption | 20 days |
Number of trading days to determine call of warrant redemption | 30 days |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 200,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares issued | 2,875,000 |
Common stock, shares outstanding | 2,875,000 |
Common stock, other shares, outstanding | 375,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Aug. 18, 2021 | Aug. 09, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Common stock, other shares, outstanding | 375,000 | ||||
Common Class B [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, other shares, outstanding | 375,000 | ||||
Stock issued during period, shares, issued for services | [1] | 2,875,000 | |||
Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during the period shares | 492,480 | ||||
Proceeds from Issuance of Common Stock | $ 4,924,800 | ||||
Subsequent Event [Member] | Common Class B [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, other shares, outstanding | 123,120 | ||||
Subsequent Event [Member] | Representative Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of stock, shares issued | 9,850 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during the period shares | 10,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Total transaction costs incurred in connection with initial public offering | $ 6,265,859 | ||||
Deferred underwriting commissions | 3,672,368 | ||||
Fair value of the representative shares | 2,098,500 | ||||
Other cash offering costs | 494,991 | ||||
Proceeds from Issuance or Sale of Equity | $ 107,023,296 | ||||
Per share value of restricted asset | $ 10.20 | ||||
Subsequent Event [Member] | IPO [Member] | Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights exercise price per share | $ 11.50 | ||||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during the period shares | 492,480 | ||||
Proceeds from Issuance of Common Stock | $ 4,924,800 | ||||
Subsequent Event [Member] | IPO And Overallotment [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 107,023,296 | ||||
Per share value of restricted asset | $ 10.20 | ||||
Subsequent Event [Member] | Private Placement [Member] | Representative Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period, shares, issued for services | 200,000 | ||||
Subsequent Event [Member] | Private Warrants [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 4,200,000 | ||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||
Subsequent Event [Member] | Private Warrants [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrants or rights warrants issued during the period units | 98,496 | 98,496 | |||
Proceeds from Issuance of Warrants | $ 98,496 | $ 98,496 | |||
[1] | Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ election to partially exercise their over-allotment option on August 18, 2021, 123,120 of the Founder Shares are no longer subject to forfeiture (see Note 8). |