Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-40707 | |
Entity Registrant Name | Gladstone Acquisition Corporation | |
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 | Yes | |
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 $11.50 | |
Trading Symbol | GLEEW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,702,330 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,623,120 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
Current Assets: | |
Cash | $ 1,089,377 |
Prepaid expenses | 438,014 |
Total Current Assets | 1,527,391 |
Prepaid expenses – non-current portion | 141,919 |
Cash held in trust account | 107,023,929 |
Total Assets | 108,693,239 |
Current Liabilities: | |
Accrued offering costs and expenses | 276,243 |
Due to related party | 18,710 |
Total Current Liabilities | 294,953 |
Deferred underwriting discount | 3,672,368 |
Total Liabilities | 3,967,321 |
Commitments | |
Class A Common Stock subject to possible redemption, 10,492,480 shares at redemption value of $10.20 per share | 107,023,296 |
Stockholders' Deficit | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (2,297,662) |
Total Stockholders' Deficit | (2,297,378) |
Total Liabilities and Stockholders' Deficit | 108,693,239 |
Class A Common Stock [Member] | |
Stockholders' Deficit | |
Common Stock, Value, Issued | 21 |
Total Stockholders' Deficit | 21 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common Stock, Value, Issued | 263 |
Total Stockholders' Deficit | $ 263 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Sep. 23, 2021 | Aug. 09, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Temporary equity, redemption price per share | $ 10.20 | ||
Class A Common Stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | ||
Common stock, shares issued | 209,850 | ||
Common stock, shares outstanding | 209,850 | ||
Temporary equity, shares outstanding | 10,492,480 | 10,492,480 | |
Temporary equity, redemption price per share | $ 10.20 | $ 10.20 | |
Class B Common Stock [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | ||
Common stock, shares issued | 2,623,120 | ||
Common stock, shares outstanding | 2,623,120 | 2,623,120 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ 354,965 | $ 355,653 |
Loss from operations | (354,965) | (355,653) |
Other Income | ||
Interest earned from Trust Account | 633 | 633 |
Total other income | 633 | 633 |
Net loss | $ (354,332) | $ (355,020) |
Class A redeemable shares [Member] | ||
Other Income | ||
Basic and diluted weighted average shares outstanding | 5,996,403 | 2,215,539 |
Basic and diluted net loss per share | $ (0.04) | $ (0.07) |
Non-redeemable shares [Member] | ||
Other Income | ||
Basic and diluted weighted average shares outstanding | 2,678,812 | 2,566,067 |
Basic and diluted net loss per share | $ (0.04) | $ (0.07) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 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 | |||
Issuance of Class B Common Stock to Sponsor | 25,000 | 24,712 | $ 288 | ||
Issuance of Class B Common Stock to Sponsor, Shares | 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 | |||
Beginning balance at Jan. 13, 2021 | 0 | 0 | 0 | $ 0 | $ 0 |
Beginning balance, Shares at Jan. 13, 2021 | 0 | 0 | |||
Subsequent measurement of Class A Common Stock subject to possible redemption, to redemption value (Notes 1 and 2) | 6,265,858 | ||||
Net loss | (355,020) | ||||
Ending balance at Sep. 30, 2021 | (2,297,378) | 0 | (2,297,662) | $ 21 | $ 263 |
Ending balance , Shares at Sep. 30, 2021 | 209,850 | 2,623,120 | |||
Beginning balance at Jun. 30, 2021 | 24,312 | 24,712 | (688) | $ 0 | $ 288 |
Beginning balance, Shares at Jun. 30, 2021 | 0 | 2,875,000 | |||
Subsequent measurement of Class A Common Stock subject to possible redemption, to redemption value (Notes 1 and 2) | (2,098,496) | (155,854) | (1,942,642) | ||
Sale of Private Placement Warrants in connection with Initial Public Offering and Over-allotment | 4,298,496 | 4,298,496 | |||
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment | 2,098,500 | 2,098,479 | $ 21 | ||
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment, Shares | 209,850 | ||||
Deferred Underwriters' discount for Initial Public Offering and Over-allotment | (3,672,368) | (3,672,368) | |||
Other Offering costs | (2,593,490) | (2,593,490) | |||
Class B Common Stock forfeited | 25 | $ (25) | |||
Class B Common Stock forfeited, Shares | (251,880) | ||||
Net loss | (354,332) | (354,332) | |||
Ending balance at Sep. 30, 2021 | $ (2,297,378) | $ 0 | $ (2,297,662) | $ 21 | $ 263 |
Ending balance , Shares at Sep. 30, 2021 | 209,850 | 2,623,120 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended |
Sep. 30, 2021 | |
Cash flows from Operating Activities: | |
Net loss | $ (355,020) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on cash and Treasury securities held in Trust Account | (633) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses | (579,933) |
Increase in due to related party | 18,710 |
Increase in accrued offering costs and expenses | 195,946 |
Net cash used in operating activities | (720,930) |
Cash flows from investing activities: | |
Investment of cash in trust account | (107,023,296) |
Net cash used in investing activities | (107,023,296) |
Cash Flows from Financing Activities: | |
Proceeds from initial public offering | 104,924,800 |
Proceeds from private placement | 4,298,496 |
Proceeds from sale of common stock to Sponsor | 25,000 |
Proceeds from issuance of promissory note to related party | 390,000 |
Payment of promissory note to related party | (390,000) |
Payment of deferred offering costs | (414,693) |
Net cash provided by financing activities | 108,833,603 |
Net change in cash | 1,089,377 |
Cash, beginning of the period, January 14, 2021 (inception) | 0 |
Cash, end of period | 1,089,377 |
Supplemental Disclosure of Non-Cash Activities: | |
Initial value of Class A Common Stock subject to redemption | 100,757,438 |
Deferred underwriters discount payable | 3,672,368 |
Subsequent measurement of Class A Common stock subject to possible redemption, to redemption value | 6,265,858 |
Issuance of Representative Shares | 2,098,500 |
Accrued deferred offering cost | $ 80,297 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 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 (a “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. 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”). As described further in Note 6, 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 “Class B Common Stock”). Up to 375,000 shares of Class B Common Stock were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Class B Common Stock represent 20% of the Company’s issued and outstanding stock after the Company’s initial public offering (the “IPO”). 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 4, and the sale of 4,200,000 warrants (the “Private Warrants”) which is discussed in Note 5, at a price of per Private Warrant in a private placement to the Sponsor that closed simultaneously with the IPO. Each Unit consists of one share of Class A Common Stock, par value one-half per share, subject to adjustment as described in the IPO. Only whole warrants are exercisable. On August 18, 2021, the underwriters partially exercised their over-allotment option and purchased an Simultaneously with the exercise of the underwriters’ over-allotment option, the Sponsor purchased an Private Warrants, generating aggregate gross proceeds of On September 23, 2021 the underwriters’ over-allotment option expired and as a result 251,880 shares of Class B Common Stock were forfeited, resulting in outstanding Class B Common Stock of 2,623,120 shares. As payment for services, the underwriters received 209,850 shares of Class A Common Stock worth approximately $10.00 per share (the “Representative Shares”). Transaction costs related to the IPO and partial over-allotment exercise 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, 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 an initial 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 an initial 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 (the “Trust Account”) and will be invested only 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 pre-initial is 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 was recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “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 the 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 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (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), 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under the law of the state of Delaware to provide for claims of creditors and the requirements of other applicable law. The Company’s Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B Common Stock 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 September 30, 2021, the Company had $1,089,377 of cash in its operating bank account and working capital of $1,232,438. The Company’s liquidity needs up to August 9, 202 1 (see Note 6) for the Class B Common Stock to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 6). In addition, to finance transaction costs in connection with a Business Combination, 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 with Working Capital Loans (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures in connection with travel to and from the offices, farms or similar locations of prospective target businesses or their representatives or owners, 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 . |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements The Company previously issued a balance sheet dated August 9, 2021 in Form 8-K’s on the basis that the Company will consummate its initial Business Combination only if the Company has net tangible assets of at least Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the Business Combination and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the However, in light of recent comment letters issued by the SEC to several special purpose acquisition companies, management re-evaluated 480-10-99 re-evaluation, 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 changes and has determined that the overall impacts were material to the previously presented financial statements. The Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report all public shares as temporary equity. As such, the Company is restating its previously issued balance sheet dated August 9, 2021 in this Quarterly Report. Impact of the R estatement The impact to the balance sheet as of August 9, 2021 is presented below: As Previously Reported Restatement Adjustment As Restated Balance Sheet as of August 9, 2021 Class A C S $ 100,023,152 $ 7,000,144 $ 107,023,296 Stockholders’ Equity (Deficit) Preferred stock - $0.0001 par value — — — Class A C S 88 (68 ) 20 Class B C S 288 — 288 Additional paid-in 5,057,410 (5,057,410 ) — Accumulated deficit (57,785 ) (1,942,666 ) (2,000,451 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (7,000,144 ) $ (2,000,143 ) Shares of Class A Common Stock subject to possible redemption 9,806,191 686,289 10,492,480 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements 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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final 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 September 30, 2021 and for the period from January 14, 2021 (inception) through September 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 $1,089,377 in cash and no cash equivalents as of September 30, 2021. Cash Held in Trust Account As of September 30, 2021, the Company had $107,023,929 in cash held in the Trust Account. 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 Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on these accounts. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and and were charged to stockholders’ (deficit) upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their 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 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 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 The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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, shares of common stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 10,492,480 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Representative Shares are not redeemable, and are therefore included in stockholders’ equity. Warrant Instruments The Company accounts for warrants issued in connection with the IPO and Net Loss Per Common Share The Company applies the two-class method in calculating earnings per share. Net loss per share of common stock is computed by dividing the pro rata net loss between the redeemable shares of Class A Common Stock and the non-redeemable shares of Class A Common Stock and Class B Common Stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are shares of Class A Common Stock in the aggregate. Shares subject to forfeiture are not included in weighted-average shares outstanding until the forfeiture restriction lapses. Subsequent measurement of the Class A Common Stock to redemption value is not considered in the calculation because redemption value closely approximates fair value. For the Three Months September 30, 2021 For the period from September 30, 2021 Common stock subject to possible redemption Numerator: Net loss allocable to Class A C S $ (244,918 ) $ (164,497 ) Denominator: Weighted Average Redeemable shares of Class A C S 5,996,403 2,215,539 Basic and Diluted net loss per share, Redeemable Class A common stock $ (0.04 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Class A and Class B C S $ (109,414 ) $ (190,523 ) Denominator: Weighted Average Non-Redeemable C S 2,678,812 2,566,067 Basic and diluted net loss per share, Non-Redeemable $ (0.04 ) $ (0.07 ) 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 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 September 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 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 immaterial for the period ending September 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement s |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 4 — 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 and one-half per share. Each whole Public Warrant will become exercisable the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. On August 18, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 492,480 over-allotment Units, generating an aggregate of gross proceeds of $4,924,800. The IPO and over-allotment generated total gross proceeds of $107,023,296. As payment for services, the underwriters received 209,850 Representative Shares worth approximately $10.00 per share. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — 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’ over-allotment option, the Sponsor purchased an additional 98,496 Private Warrants, generating aggregate gross proceeds of $98,496. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) 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, and (ii The Company’s Sponsor has agreed to (i) waive its redemption rights with respect to its Class B Common Stock (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 Class B Common Stock and public shares in connection with a stockholder vote to approve an amendment to the Company’s redeem % of the Company’s public shares if the Company has not consummated an initial Business Combination within months from the closing of the IPO or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Class B Common Stock if the Company fails to complete its initial Business Combination within months from the closing of the IPO, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any Class B Common Stock and any public shares purchased during or after the IPO (including in open-market and privately negotiated transactions) in favor of the Company’s initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Class B Common Stock 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. Up to 375,000 shares of Class B Common Stock were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would adjust to the extent that the over-allotment option was not exercised in full by the underwriters so that the Class B Common Stock represent s of the Company’s issued and outstanding stock after the IPO. On August 18, 2021, the underwriters partially exercised their over-allotment option which left 123,120 shares of the Class B Common Stock no longer subject to forfeiture. On September 23, 2021 the underwriters’ over-allotment option expired and as a result 251,880 shares of Class B Common Stock were forfeited, resulting in outstanding Class B Common Stock of 2,623,120. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Class B Common Stock 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”). 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 was non-interest Working Capital Loans In addition, 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 September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee Commencing on August a |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration Rights The holders of the Class B Common Stock, 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 Class B Common Stock, are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the Class B Common Stock, 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 The underwriters are entitled to a deferred underwriting discount of $0.35 per unit, or $3,672,368 in the aggregate, which is 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, the Company issued the Representative Shares 200,000 shares of Class A Common Stock) to EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters in the IPO, for nominal consideration. In connection with the underwriters’ partial exercise of their over-allotment option, an additional 9,850 Representative Shares were issued for total outstanding Representative Shares of 209,850. 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 final prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to 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 final prospectus). The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock shares of Class A Common Stock issued and outstanding, excluding the 10,492,480 shares of Class A Common Stock subject to possible redemption. Class B Common Stock 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 at the time of the consummation of the initial Business Combination at a ratio such that the number of Class A Common Stock issuable upon conversion of all Class B Common Stock will equal, in the aggregate, on an as-converted one-to-one. Public W arrants Public Warrants an 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 Public 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 Public 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 Class B Common Stock 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 | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that these financial statements were issued. Management has evaluated the subsequent events through this date and has concluded that no material subsequent events have occurred that require additional adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements 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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final 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 September 30, 2021 and for the period from January 14, 2021 (inception) through September 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 $1,089,377 in cash and no cash equivalents as of September 30, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account As of September 30, 2021, the Company had $107,023,929 in cash held in the Trust Account. |
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 Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on these accounts. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and and were charged to stockholders’ (deficit) upon the completion of the IPO. |
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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their 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 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 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 The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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, shares of common stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 10,492,480 shares of Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Representative Shares are not redeemable, and are therefore included in stockholders’ equity. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants issued in connection with the IPO and |
Net Loss Per Common Share | Net Loss Per Common Share The Company applies the two-class method in calculating earnings per share. Net loss per share of common stock is computed by dividing the pro rata net loss between the redeemable shares of Class A Common Stock and the non-redeemable shares of Class A Common Stock and Class B Common Stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are shares of Class A Common Stock in the aggregate. Shares subject to forfeiture are not included in weighted-average shares outstanding until the forfeiture restriction lapses. Subsequent measurement of the Class A Common Stock to redemption value is not considered in the calculation because redemption value closely approximates fair value. For the Three Months September 30, 2021 For the period from September 30, 2021 Common stock subject to possible redemption Numerator: Net loss allocable to Class A C S $ (244,918 ) $ (164,497 ) Denominator: Weighted Average Redeemable shares of Class A C S 5,996,403 2,215,539 Basic and Diluted net loss per share, Redeemable Class A common stock $ (0.04 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Class A and Class B C S $ (109,414 ) $ (190,523 ) Denominator: Weighted Average Non-Redeemable C S 2,678,812 2,566,067 Basic and diluted net loss per share, Non-Redeemable $ (0.04 ) $ (0.07 ) |
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 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 September 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 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 immaterial for the period ending September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt (Subtopic 470-20) and (Subtopic 815-40) (“ASU 2020-06”) to ASU 2020-06 eliminates ASU 2020-06 amends the if-converted method ASU 2020-06 is ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement s |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Common Share | For the Three Months September 30, 2021 For the period from September 30, 2021 Common stock subject to possible redemption Numerator: Net loss allocable to Class A C S $ (244,918 ) $ (164,497 ) Denominator: Weighted Average Redeemable shares of Class A C S 5,996,403 2,215,539 Basic and Diluted net loss per share, Redeemable Class A common stock $ (0.04 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Class A and Class B C S $ (109,414 ) $ (190,523 ) Denominator: Weighted Average Non-Redeemable C S 2,678,812 2,566,067 Basic and diluted net loss per share, Non-Redeemable $ (0.04 ) $ (0.07 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Impact to the Balance Sheet | The impact to the balance sheet as of August 9, 2021 is presented below: As Previously Reported Restatement Adjustment As Restated Balance Sheet as of August 9, 2021 Class A C S $ 100,023,152 $ 7,000,144 $ 107,023,296 Stockholders’ Equity (Deficit) Preferred stock - $0.0001 par value — — — Class A C S 88 (68 ) 20 Class B C S 288 — 288 Additional paid-in 5,057,410 (5,057,410 ) — Accumulated deficit (57,785 ) (1,942,666 ) (2,000,451 ) Total Stockholders’ Equity (Deficit) $ 5,000,001 $ (7,000,144 ) $ (2,000,143 ) Shares of Class A Common Stock subject to possible redemption 9,806,191 686,289 10,492,480 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | Sep. 23, 2021 | Aug. 18, 2021 | Aug. 09, 2021 | Jan. 25, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jan. 13, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | 100.00% | |||||
Temporary equity redemption price per share | $ 10.20 | $ 10.20 | ||||||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | ||||||
Percentage of public shares that can be transferred without any restriction | 15.00% | 15.00% | ||||||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | ||||||
Operating bank account | 1,089,377 | 1,089,377 | $ 0 | |||||
Net working capital | 1,232,438 | 1,232,438 | ||||||
Proceeds from sponsor | $ 25,000 | |||||||
Promissory Note - Related Party | $ 300,000 | $ 18,710 | $ 18,710 | |||||
Issuance of Class B Common Stock to Sponsor | $ 25,000 | |||||||
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% | 80.00% | ||||||
Equity method investment ownership percentage | 50.00% | 50.00% | ||||||
Class A Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Sale of stock issue price per share | $ 10 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Temporary equity redemption price per share | 10.20 | $ 10.20 | $ 10.20 | |||||
Common stock, shares outstanding | 209,850 | 209,850 | ||||||
Issuance of Representative Shares in connection with Initial Public Offering and Over-allotment, Shares | 209,850 | 209,850 | ||||||
Class B Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Issuance of Class B Common Stock to Sponsor | $ 288 | |||||||
Common stock, other shares, outstanding | 123,120 | 375,000 | ||||||
Class B Common Stock forfeited, Shares | 251,880 | (251,880) | ||||||
Common stock, shares outstanding | 2,623,120 | 2,623,120 | 2,623,120 | |||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during the period shares | 2,875,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Issuance of Class B Common Stock to Sponsor | $ 25,000 | |||||||
Share price | $ 0.009 | |||||||
IPO [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 | |||||||
Percentage of shares own by holders to common stock issued and outstanding after proposed public offering | 20.00% | |||||||
IPO [Member] | Class A Common Stock [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] | ||||||||
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 | 492,480 | ||||||
Proceeds from Issuance of Common Stock | $ 4,924,800 | $ 4,924,800 | ||||||
Over-Allotment Option [Member] | Private Warrants [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Class of warrants or rights warrants issued during the period units | 98,496 | |||||||
Proceeds from Issuance of Warrants | $ 98,496 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Aug. 09, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 13, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stockholders' Equity | $ (2,297,378) | $ (2,000,143) | $ 24,312 | $ 24,312 | $ 0 |
Shares Not Subject To Redemption [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stockholders' Equity | 5,000,000 | ||||
Maximum [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Reclassifications of Temporary to Permanent Equity | 5,000,000 | ||||
Minimum [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net Tangible Assets Required for Consummation of Business Combination | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of Impact to the Balance Sheet (Detail) - USD ($) | Sep. 30, 2021 | Aug. 09, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 13, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Common Stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.20 per share | $ 107,023,296 | $ 107,023,296 | |||
Stockholders' Equity (Deficit) | |||||
Preferred stock | 0 | 0 | |||
Additional paid-in capital | 0 | 0 | |||
Accumulated deficit | (2,297,662) | (2,000,451) | |||
Total Stockholders' Deficit | (2,297,378) | (2,000,143) | $ 24,312 | $ 24,312 | $ 0 |
Class A common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Preferred stock | $ 20 | ||||
Common stock | 21 | ||||
Total Stockholders' Deficit | $ 21 | 0 | 0 | 0 | |
Shares of Class A Common Stock subject to possible redemption | 10,492,480 | 10,492,480 | |||
Class B common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Common stock | $ 263 | $ 288 | |||
Total Stockholders' Deficit | $ 263 | $ 288 | $ 288 | $ 0 | |
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Common Stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.20 per share | 100,023,152 | ||||
Stockholders' Equity (Deficit) | |||||
Preferred stock | 0 | ||||
Additional paid-in capital | 5,057,410 | ||||
Accumulated deficit | (57,785) | ||||
Total Stockholders' Deficit | 5,000,001 | ||||
As Previously Reported | Class A common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Preferred stock | $ 88 | ||||
Shares of Class A Common Stock subject to possible redemption | 9,806,191 | ||||
As Previously Reported | Class B common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Common stock | $ 288 | ||||
Restatement Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Common Stock, $0.0001 par value; stock subject to possible redemption at redemption value of $10.20 per share | 7,000,144 | ||||
Stockholders' Equity (Deficit) | |||||
Preferred stock | 0 | ||||
Additional paid-in capital | (5,057,410) | ||||
Accumulated deficit | (1,942,666) | ||||
Total Stockholders' Deficit | (7,000,144) | ||||
Restatement Adjustment | Class A common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Preferred stock | $ (68) | ||||
Shares of Class A Common Stock subject to possible redemption | 686,289 | ||||
Restatement Adjustment | Class B common stock [Member] | |||||
Stockholders' Equity (Deficit) | |||||
Common stock | $ 0 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Summary of Impact to the Balance Sheet (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Aug. 09, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Temporary equity redemption price per share | $ 10.20 | |
Preferred stock, par value | 0.0001 | $ 0.0001 |
Class A common stock [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Temporary equity redemption price per share | 10.20 | 10.20 |
Common stock, par value | 0.0001 | 0.0001 |
Class B common stock [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Aug. 09, 2021 |
Cash | $ 1,089,377 | $ 1,089,377 | |
Cash Equivalents, at Carrying Value | 0 | 0 | |
Cash, FDIC Insured Amount | 250,000 | 250,000 | |
Unrecognized Tax Benefits | 0 | 0 | |
Accrued for interest and penalties | 0 | 0 | |
Cash held in the Trust Account | $ 107,023,929 | 107,023,929 | |
Payments of Stock Issuance Costs | $ 414,693 | ||
Public Warrants [Member] | |||
Class of warrant or right, outstanding | 5,246,240 | 5,246,240 | |
Private Warrants [Member] | |||
Class of warrant or right, outstanding | 4,298,496 | 4,298,496 | |
Common Class A [Member] | |||
Warrants and Rights Outstanding | $ 9,544,736 | $ 9,544,736 | |
Temporary equity, shares outstanding | 10,492,480 | 10,492,480 | 10,492,480 |
IPO [Member] | |||
Payments of Stock Issuance Costs | $ 6,265,859 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: | ||
Net loss allocable to Class A Common Stock subject to possible redemption | $ (244,918) | $ (164,497) |
Net loss allocable to Class A and Class B Common Stock not subject to redemption | $ (109,414) | $ (190,523) |
Redeemable Class A Common Stock [Member] | ||
Denominator: | ||
Weighted Average Common Stock, Basic and Diluted | 5,996,403 | 2,215,539 |
Basic and Diluted net loss per share | $ (0.04) | $ (0.07) |
Non-Redeemable Class A and Class B Common Stock [Member] | ||
Denominator: | ||
Weighted Average Common Stock, Basic and Diluted | 2,678,812 | 2,566,067 |
Basic and Diluted net loss per share | $ (0.04) | $ (0.07) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Sep. 23, 2021 | Aug. 18, 2021 | Aug. 09, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||||
Proceeds from initial public offering | $ 104,924,800 | |||
Proceeds from Issuance of Common Stock | $ 25,000 | |||
Representative Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock issue price per share | $ 10 | |||
Representative Shares [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of stock, shares issued | 209,850 | |||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Period to exercise warrants after business combination | 30 days | |||
Period to exercise warrants after closing of initial public offering | 12 months | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of stock issue price per share | $ 10 | |||
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 initial public offering | $ 100,000,000 | |||
Proceeds from Issuance or Sale of Equity | $ 107,023,296 | |||
IPO [Member] | Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights exercise price per share | $ 11.50 | |||
IPO [Member] | Class A Common Stock [Member] | Representative Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during the period shares | 200,000 | |||
Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during the period shares | 492,480 | 492,480 | ||
Proceeds from Issuance of Common Stock | $ 4,924,800 | $ 4,924,800 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Aug. 09, 2021 | Sep. 30, 2021 |
Private Placement [Line Items] | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 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] | ||
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] | 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] | ||
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 ($) | Sep. 23, 2021 | Aug. 09, 2021 | Jan. 25, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 18, 2021 |
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Due to Related Parties Current | $ 300,000 | $ 18,710 | ||||
Due to related party | 18,710 | |||||
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 | |||||
Number of shares forfeited during the period. | 251,880 | |||||
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 | |||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | |||||
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, other shares, outstanding | 375,000 | 123,120 | ||||
Common stock, shares outstanding | 2,623,120 | 2,623,120 | ||||
Common Class B [Member] | Sponsor [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 Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding | 209,850 | |||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Sep. 23, 2021 | Aug. 18, 2021 | Aug. 09, 2021 | Sep. 30, 2021 |
Other Commitments [Line Items] | ||||
Deferred Underwriting Discount Noncurrent | $ 3,672,368 | |||
Period within which public shares to be redeemed in case business combination is not consummated from the closing of IPO | 18 months | |||
Common Class A [Member] | Representative Common Stock [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 209,850 | |||
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 | |||
Common Class A [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 | 492,480 | ||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,007,520 | |||
Over-Allotment Option [Member] | Common Class A [Member] | Representative Common Stock [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 9,850 | |||
IPO [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 10,000,000 | |||
IPO [Member] | Common Class A [Member] | Representative Shares [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 200,000 | |||
Underwriting Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Deferred Underwriting Discount Per Unit | $ 0.35 | |||
Deferred Underwriting Discount Noncurrent | $ 3,672,368 | |||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 492,480 | |||
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 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 23, 2021 | Aug. 09, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, threshold percentage on conversion of shares | 20.00% | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants Oustanding | 5,246,240 | ||
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 | $ 9.20 | ||
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds | 60.00% | ||
Volume weighted average price per share | $ 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 | $ 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 | $ 0.01 | ||
Class Of Warrant Or Right, Prior Written Notice Of Redemption | 30 days | ||
Share Price | $ 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 | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 209,850 | ||
Common stock, shares outstanding | 209,850 | ||
Temporary equity, shares outstanding | 10,492,480 | 10,492,480 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 2,623,120 | ||
Common stock, shares outstanding | 2,623,120 | 2,623,120 |