Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 19, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Kadem Sustainable Impact Corp | |
Entity Central Index Key | 0001843351 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40224 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1306839 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 30 Broad Street | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | 212 | |
Local Phone Number | 218-4092 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | KSI | |
Entity Common Stock, Shares Outstanding | 17,500,000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,375,000 | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | KSICU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one warrant | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | KSICW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 150,065 | $ 0 |
Due from Sponsor | 0 | 25,000 |
Prepaid expenses and other assets | 771,070 | 0 |
Total Current Assets | 921,135 | 25,000 |
Prepaid expenses – Long term | 295,485 | |
Investments held in trust account | 175,009,638 | |
Total Assets | 176,226,258 | 25,000 |
Current Liabilities: | ||
Accounts payable | 46,118 | 0 |
Accrued expenses | 251,032 | 0 |
State franchise tax accrual | 150,000 | 0 |
Total Current Liabilities | 447,150 | 0 |
Deferred underwriting discount and advisory fee | 7,000,000 | |
Warrant Liabilities | 6,958,750 | 0 |
Total Liabilities | 14,405,900 | 0 |
Class A common stock subject to possible redemption, 17,500,000 shares at redemption value | 175,000,000 | 0 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in-capital | 0 | 24,425 |
Accumulated deficit | (13,180,079) | 0 |
Total Stockholders' (Deficit) Equity | (13,179,642) | 25,000 |
Total Liabilities and Stockholders' (Deficit) Equity | 176,226,258 | 25,000 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock | 437 | 575 |
Total Stockholders' (Deficit) Equity | $ 437 | $ 575 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | May 03, 2021 | Mar. 31, 2021 | Mar. 19, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Common Class A [Member] | ||||||
Class A common stock, subject to possible redemption, shares | 17,500,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 250,000,000 | |||||
Common stock, shares, issued | 17,500,000 | |||||
Common stock, shares outstanding | 17,500,000 | |||||
Common Class B [Member] | ||||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares authorized | 20,000,000 | |||||
Common stock, shares, issued | 4,375,000 | 5,750,000 | ||||
Common stock, shares outstanding | 4,375,000 | 4,375,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating expenses: | ||
General and Administrative expenses | $ 350,233 | $ 1,007,019 |
State franchise taxes, other than income tax | 50,000 | 150,000 |
Loss from operations | 400,233 | 1,157,019 |
Other Expense (Income): | ||
Transaction costs allocated to warrant liabilities | 487,723 | |
Change in fair value of warrant liabilities | (3,640,000) | (6,316,250) |
Interest income | (2,256) | (9,669) |
Total other income | (3,642,256) | (5,838,196) |
Net Income | 3,242,023 | 4,681,177 |
Common Class B [Member] | ||
Other Expense (Income): | ||
Net Income | $ 648,405 | $ 1,227,111 |
Basic and diluted weighted average shares outstanding | 4,375,000 | 4,440,820 |
Basic and diluted net income per share, | $ 0.15 | $ 0.28 |
Class A Stock Subject to Redemption [Member] | ||
Other Expense (Income): | ||
Basic and diluted weighted average shares outstanding | 17,500,000 | 12,500,000 |
Basic and diluted net income per share, | $ 0.15 | $ 0.28 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Common Class A [Member] | Common Class B [Member] |
Beginning balance at Dec. 31, 2020 | $ 25,000 | $ 24,425 | $ 0 | $ 0 | $ 575 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 5,750,000 | |||
Class B Common Stock forfeited | 0 | 72 | $ (72) | ||
Class B Common Stock forfeited , Shares | 718,750 | ||||
Accretion of Class A common stock to redemption amount | (17,885,820) | (24,497) | (17,861,323) | ||
Net income | (426,367) | (426,367) | |||
Ending balance at Mar. 31, 2021 | (18,287,187) | 0 | (18,287,690) | $ 0 | $ 503 |
Ending Balance , Shares at Mar. 31, 2021 | 0 | 5,031,250 | |||
Beginning balance at Dec. 31, 2020 | 25,000 | 24,425 | 0 | $ 0 | $ 575 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 5,750,000 | |||
Ending balance at Jun. 30, 2021 | (16,421,665) | 0 | (16,422,102) | $ 0 | $ 437 |
Ending Balance , Shares at Jun. 30, 2021 | 0 | 4,375,000 | |||
Beginning balance at Dec. 31, 2020 | 25,000 | 24,425 | 0 | $ 0 | $ 575 |
Beginning Balance , Shares at Dec. 31, 2020 | 0 | 5,750,000 | |||
Accretion of Class A common stock to redemption amount | 17,885,820 | ||||
Net income | 4,681,177 | $ 3,454,066 | $ 1,227,111 | ||
Ending balance at Sep. 30, 2021 | (13,179,642) | 0 | (13,180,079) | $ 0 | $ 437 |
Ending Balance , Shares at Sep. 30, 2021 | 0 | 4,375,000 | |||
Beginning balance at Mar. 31, 2021 | (18,287,187) | 0 | (18,287,690) | $ 0 | $ 503 |
Beginning Balance , Shares at Mar. 31, 2021 | 0 | 5,031,250 | |||
Class B Common Stock forfeited | 0 | 66 | $ 66 | ||
Class B Common Stock forfeited , Shares | 656,250 | ||||
Net income | 1,865,522 | 1,865,522 | |||
Ending balance at Jun. 30, 2021 | (16,421,665) | 0 | (16,422,102) | $ 0 | $ 437 |
Ending Balance , Shares at Jun. 30, 2021 | 0 | 4,375,000 | |||
Net income | 3,242,023 | 3,242,023 | $ 2,593,618 | $ 648,405 | |
Ending balance at Sep. 30, 2021 | $ (13,179,642) | $ 0 | $ (13,180,079) | $ 0 | $ 437 |
Ending Balance , Shares at Sep. 30, 2021 | 0 | 4,375,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 9 Months Ended |
Sep. 30, 2021 | |
Cash flow from operating activities: | |
Net income | $ 4,681,177 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Trust income reinvested in Trust Account | (9,638) |
Change in fair value of warrants | (6,316,250) |
Transaction costs allocated to warrant liabilities | 487,723 |
Changes in operating assets and liabilities: | |
Increase in accounts payable and accrued expenses | 297,150 |
Increase in State franchise tax accrual | 150,000 |
Increase in prepaid expenses and other assets | (1,066,555) |
Net cash used in operating activities | (1,776,393) |
Cash flows from investing activities: | |
Cash deposited in Trust Account | (175,000,000) |
Net cash used in investing activities | (175,000,000) |
Cash flows from financing activities: | |
Proceeds from issuance of Class A Common Stock and public warrants | 175,000,000 |
Proceeds from issuance of Class B Common Stock | 25,000 |
Proceeds from issuance of private placement warrants | 4,875,000 |
Payment of underwriter discount and offering costs | (2,973,542) |
Net cash provided by financing activities | 176,926,458 |
Net increase in cash | 150,065 |
Cash at beginning of period | 0 |
Cash at end of period | 150,065 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting discount and advisory fee | 7,000,000 |
Accretion of Class A common stock to redemption amount | $ 17,885,820 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Kadem Sustainable Impact Corporation (the “ Company Initial Business Combination Securities Act o Start-ups (the “ JOBS Act As of September 30, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2021, relates to the Company’s formation and the Initial Public Offering (“ IPO non-operating Sponsor and Financing The Company’s sponsor is Kadem Management, LLC, a Delaware limited liability company (the “ Sponsor Effective Date Units Class A Common Stock Public Shares Simultaneously with the closing of the IPO, the Company consummated the sale of 4,875,000 warrants (the “ Private Placement Warrants Private Placement The Trust Account Following the closing of the IPO, Trust Account 2a-7 pre-Initial the IPO. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such cash, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares FASB ASC “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company per-share period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no pre-emptive Liquidity and Capital Resources As of September 30, 2021, the Company had $150,065 of cash in its operating bank account and working capital of approximately $473,985. The Company’s liquidity needs up to September 30, 2021, had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the Founder Shares and issued warrants for $4,875,000 (see Note 5). In addition, per the Sponsor’s commitment letter, the Sponsor will provide funds to the Company, as needed to meet its operational needs through the earlier of the consummation of a business combination or one year from this filing. Based on the foregoing, management believes that the Company will have sufficient working capital 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 Initial Business Combination. Risks and Uncertainties Impact of COVID-19 On January 30, 2020, the WHO COVID-19 outbrea k COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 a COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP 10-Q S-X SEC Emerging Growth Company The Company Start-ups JOBS Act non-binding approved. 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Securities. At September 30, 2021, the Company had $175,009,638 in investments held in the Trust Accoun t. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering The Company 340-10-S99-1 have been charged to stockholders’ equity . Shares of Class A Common Stock Subject to Possible Redemption The Company accounts ASC Public and Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,875,000 Private Placement Warrants at a price of $1.00 per whole Warrant ($4,875,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, as discussed in Note 5. Pursuant Units one-half Public Warrants Note 4. The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Common Stock. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 13,625,000 shares in the calculation of diluted income per share, 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 Company’s statement of operations includes a presentation of net income per share for comm o e two-class method of loss per share. Net income per common share, basic and diluted, for class A Common stock subject to possible redemption is calculated by dividing the net income or loss by the weighted average number of shares of Common stock subject to possible redemption outstanding since original issuance. Non-redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the three months ended For the nine months ended September 30, 2021 (unaudited) September 30, 2021 (Unaudited) Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,593,618 $ 648,405 $ 3,454,066 $ 1,227,111 Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 12,500,000 4,440,820 Basic and diluted net income per share $ 0.15 $ 0.15 $ 0.28 $ 0.28 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties on 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 Company’s deferred tax assets were deemed to be immaterial as of September 30, 2021. The Company had a franchise tax liability of $150,000 as of September 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), The Company’s 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 unaudited condensed financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 3 — Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ (deficit) equity. Although the Company did not specify a maximum redemption threshold, its charter provision does not allow the Company to redeem its public shares in an amount that would cause its net tangible assets to be less than Management has now determined, after consultation with its advisors, and in light of SEC comments recently reported in respect of other special purpose acquisition companies, that the Class A ordinary shares underlying the units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Accordingly, the Company’s management has concluded that effective with this filing, the Company should present all redeemable Class A common stock as temporary equity and recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The following tables summarize the effect of the restatement on the previously issued financial statements as of March 19, 2021 and as of and for the periods ended March 31, 2021 and June 30, 2021: As Previously Adjustments As Restated Condensed Balance Sheet as of March 19, 2021, as previously Restated Shares of Class A common stock subject to possible redemption 15,165,002 2,334,998 17,500,000 Shares of 2,334,998 (2,334,998 ) — Class A common stock subject to possible redemption $ 151,650,025 $ 23,349,975 $ 175,000,000 Class A common stock, $0.0001 par value $ 234 $ (234 ) $ — Additional paid-in-capital $ 5,519,053 $ (5,519,053 ) — Accumulated deficit $ (519,789 ) $ (17,830,688 ) $ (18,350,477 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (23,349,975 ) $ (18,349,974 Condensed Balance Sheet as of March 31, 2021 Shares of Class A common stock subject to possible redemption 15,171,281 2,328,719 17,500,000 Shares of non-redeemable 2,328,719 (2,328,719 ) — Class A common stock subject to possible redemption $ 151,712,812 $ 23,287,188 $ 175,000,000 Class A common stock, $0.0001 par value $ 233 $ (233 ) $ — Additional paid-in-capital $ 5,425,632 $ (5,425,632 ) — Accumulated deficit $ (426,367 ) $ (17,861,323 ) $ (18,287,690 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (23,287,188 ) $ (18,287,187 ) Condensed Balance Sheet as of June 30, 2021 Shares of Class A common stock subject to possible redemption 15,357,833 2,142,167 17,500,000 Shares of Class A common stock non-redeemable 2,142,167 (2,142,167 ) — Class A common stock subject to possible redemption $ 153,578,335 $ 21,421,665 $ 175,000,000 Class A common stock, $0.0001 par value $ 214 $ (214 ) $ — Additional paid-in-capital $ 3,560,195 $ (3,560,195 ) $ — Accumulated (deficit) su r $ 1,439,155 $ (17,861,257 ) $ (16,422,102 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (21,421,666 ) $ (16,421,665 ) Condensed Statement of Operations for the three months Basic & diluted weighted average shares of class A common stock subject to possible redemption 2,190,500 282,326 2,472,826 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ (0.06 ) $ (0.06 ) Basic & diluted weighted average shares of non redeemable common stock 5,568,180 (337,277 ) 5,230,903 Basic & diluted net income (loss) per share of non redeemable $ (0.08 ) $ 0.02 $ (0.06 ) Condensed Statement of Operations for the three months Basic & diluted weighted average shares of class A common stock subject to possible redemption 15,171,281 2,328,719 17,500,000 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ 0.09 $ 0.09 Basic & diluted weighted average shares of non redeemable common stock 6,703,719 (2,328,719 ) 4,375,000 Basic & diluted net income (loss) per share of non redeemable common stock $ 0.28 $ (0.19 ) $ 0.09 Condensed Statement of Operations for the six months ended June 30, 2021 Basic & diluted weighted average shares of class A common stock subject to possible 8,716,749 1,338,500 10,055,249 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ 0.10 $ 0.10 Basic & diluted weighted average shares of non redeemable common stock 5,903,417 (1,429,142 ) 4,474,275 Basic & diluted net income (loss) per share of non redeemable common stock $ 0.24 $ (0.14 ) $ 0.07 Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2021 Issuance of Class A common stock in initial public offering $ 175,000,000 $ (175,000,000 ) $ — Issuance of private placement warrants $ 4,875,000 $ (4,875,000 ) $ — Initial classification of warrant liabilities $ (13,275,000 ) $ 13,275,000 $ — Class A common stock subject to possible redemption $ (151,712,812 ) $ 151,712,812 $ — Deferred offering costs $ (9,485,820 ) $ 9,485,820 $ — Accretion of Class A common stock to redemption amount $ — $ 17,885,820 $ 17,885,820 Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended June 30, 2021 Change in Class A common stock subject to possible redemption $ (1,865,522 ) $ 1,865,522 $ — Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the six months ended June 30, 2021 Issuance of Class A common stock in initial public offering $ 175,000,000 $ (175,000,000 ) $ — Issuance of private placement warrants $ 4,875,000 $ (4,875,000 ) $ — Initial classification of warrant liabilities $ (13,275,000 ) $ 13,275,000 $ — Class A common stock subject to possible redemption $ (151,650,025 ) $ 151,650,025 $ — Deferred offering costs $ (1,928,310 ) $ 1,928,310 $ — Change in Class A common stock subject to possible redemption $ (9,485,820 ) $ 9,485,820 $ — Accretion of Class A common stock to redemption amount $ — $ 17,885,820 $ 17,885,820 Condensed Statement of Cash Flows for the three months Supplemental disclosure of non-cash Accretion of Class A common stock subject to possible redemption $ — $ (17,885,820 ) $ (17,885,820 ) Initial value of Class A common Stock subject to possible redemption $ 151,650,025 $ (151,650,025 ) $ — Change in value of Class A common stock subject to possible redemption $ 62,787 $ (62,787 ) $ — Condensed Statement of Cash Flows for the six months Supplemental disclosure of non-cash Accretion of Class A common stock subject to possible redemption — $ (17,885,820 ) $ (17,885,820 ) Initial value of Class A common Stock subject to possible $ 151,650,025 $ (151,650,025 ) $ — Change in value of Class A common stock subject to possible $ 1,928,310 $ (1,928,310 ) $ — |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company issued 17,500,000 units at a price of $10.00 per unit for a total of $175,000,000 (the “ Units Each Unit consists of one Public Share, and one-half Warrant Warrants Following the closing of the IPO, $175,000,000 ($10.00 per Unit) was placed in the Trust Account, which can be invested only in U.S. government securities having a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 government treasury obligations. The Company over-allotment |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Note 5 — Related Party Transactions Founder Shares On December 29, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock (the “ Founder Shares over-allotment w by it. The Company’s initial stockholders have agreed, subject to limited 30-trading Private Placement Warrants Simultaneously with the closing non-redeemable The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Administrative Support Agreement Commencing on the date of the closing of the IPO and securities effectively listed in the Stock Exchange (March 19, 2021), the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. On March 19, 2021, the Company fully prepaid $120,000 for the next 12 months. For the three and nine months ended September 30, 2021, the Company expensed $30,247 and $64,438, respectively, so that related prepaid expense balance is $55,562 as of September 30, 2021. Related Party Loans On December 29, 2020, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “ Note non-interest Maturity Date |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The Company granted the underwriters a 45-day option from March 16, 2021, to purchase up to 2,625,000 additional Units to cover any over-allotments at the initial public offering price less the underwriting discounts and commissions. The underwriters did not exercise their over-allotment option. On March Deferred Discount Advisory Fee Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement signed on March 16, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level September 30, Assets: Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 175,009,638 Liabilities: Public Warrants 1 $ 4,375,000 Private Placement Warrants 3 $ 2,583,750 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of Public Warrant Liability was transferred from a Level 3 fair value measurement to a Level 1, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1,2,3 during the three months and nine months ended September 30, 2021. Level 1 instruments include investments in money market funds and U.S. Treasury securities and Public Warrant Liability. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrant Liability is measured based on the listed market price of such warrants. Level 3 instruments include Private Placement Warrant Liability. The Company measured the Private Placement Warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of th e on-g o Changes in the fair value of the Public and Private Placement Warrant Liabilities were recognized within the statement of operations. For the three and nine months ended September 30, 2021, the Company recognized a credit to the statement of operations resulting from a decrease in the fair value of its Public and Private Placement Warrant liabilities of $3,640,000 and $6,316,250, respectively, presented as change in fair value of warrant liabilities on the accompanying condensed statement of operations. Level 3 Disclosures The fair value of the Public Warrant Liability was initially measured using a Monte Carlo simulation model. Subsequently, the fair value of Public Warrants is measured based on the listed market price of such warrants, a Level 1 measurement. The Private Placement Warrants outstanding are initially and subsequently measured at fair value using a Modified Black-Scholes risk-free zero-coupon The fair value is classified as Level 3 in the fair value hierarchy due to the significant management judgment required for the assumptions underlying the calculation of value. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial and subsequent measurement: As of March 19, As of September 30, 2021 Stock Price $ 9.90 $ 9.74 Exercise Price 11.50 11.50 Expected term 5.0 5.0 Risk-free rate 0.90 % 0.98 % Annual volatility 17.50 % 12.0 % Probability of successful acquisition 90 % 90 % Dividend yield 0 % 0 % The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021: Description Warrant Liabilities Balance-beginning of period as of January 1, 2021 $ — Issuance of Public and Private Placement Warrants 13,275,000 Changes in fair value of Public Warrants (262,500 ) Transfer of Public Warrants to Level 1 (8,137,500 ) Change in fair value of Private Placement Warrants (2,291,250 ) Private Placement Warrant Liability as of September 30, 2021 $ 2,583,750 The Company’s other financial instruments’ fair value, including accounts payable and accrued expenses, approximate their carrying value due to the relatively short maturity of those instruments. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 8 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 17,500,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheet. The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: As of September 30, 2021 Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (8,400,000 ) Class A common stock issuance costs (948,820 ) Plus: Accretion of carrying value to redemption value (9,348,820 ) Class A common stock subject to possible redemption $ 175,000,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9 — Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2021, there were 17,500,000 shares of Class A common stock issued and outstanding and 4,375,000 Founder Shares of Class B common stock issued and outstanding, after 656,250 Founder Shares were forfeited on May 3, 2021, because the underwriters did not exercise in full their over-allotment option. The forfeited shares returned to the authorized but unissued Founder Shares of the Company. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding. Warrants Each whole Warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Proposed Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if (a) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 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 shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has not registered the shares of Class A Common Stock issuable upon exercise of the Warrants. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the issuance of shares of Class A common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to 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 will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash (except as described herein with respect to the Private Placement Warrants): • In whole and not in part; • At a price of $0.01 per Warrant; • Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and • if, and only if, the last sale price of our 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 The Company 30-day Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth in the warrant agreement • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of the Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The “fair market value” of the Class A Common Stock shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional shares of Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events Management has evaluated the impact of subsequent events through the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP 10-Q S-X SEC |
Emerging Growth Company | Emerging Growth Company The Company Start-ups JOBS Act non-binding approved. 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Securities. At September 30, 2021, the Company had $175,009,638 in investments held in the Trust Accoun t. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company 340-10-S99-1 have been charged to stockholders’ equity . |
Shares of Class A Common Stock Subject to Possible Redemption | Shares of Class A Common Stock Subject to Possible Redemption The Company accounts ASC |
Public and Private Placement Warrants | Public and Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,875,000 Private Placement Warrants at a price of $1.00 per whole Warrant ($4,875,000 in the aggregate) in the Private Placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share, as discussed in Note 5. Pursuant Units one-half Public Warrants Note 4. The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity Common Stock. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at its initial fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. |
Net Income Per Common Share | Net Income Per Common Share Net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock forfeited. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 13,625,000 shares in the calculation of diluted income per share, 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 Company’s statement of operations includes a presentation of net income per share for comm o e two-class method of loss per share. Net income per common share, basic and diluted, for class A Common stock subject to possible redemption is calculated by dividing the net income or loss by the weighted average number of shares of Common stock subject to possible redemption outstanding since original issuance. Non-redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the three months ended For the nine months ended September 30, 2021 (unaudited) September 30, 2021 (Unaudited) Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,593,618 $ 648,405 $ 3,454,066 $ 1,227,111 Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 12,500,000 4,440,820 Basic and diluted net income per share $ 0.15 $ 0.15 $ 0.28 $ 0.28 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties on 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 Company’s deferred tax assets were deemed to be immaterial as of September 30, 2021. The Company had a franchise tax liability of $150,000 as of September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), The Company’s 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 unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the three months ended For the nine months ended September 30, 2021 (unaudited) September 30, 2021 (Unaudited) Class A Class B Class A Class B Basic and diluted net income per share Numerator Allocation of net income $ 2,593,618 $ 648,405 $ 3,454,066 $ 1,227,111 Denominator Weighted average shares outstanding, basic and diluted 17,500,000 4,375,000 12,500,000 4,440,820 Basic and diluted net income per share $ 0.15 $ 0.15 $ 0.28 $ 0.28 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement Of Previously Issued Financial Statements | The following tables summarize the effect of the restatement on the previously issued financial statements as of March 19, 2021 and as of and for the periods ended March 31, 2021 and June 30, 2021: As Previously Adjustments As Restated Condensed Balance Sheet as of March 19, 2021, as previously Restated Shares of Class A common stock subject to possible redemption 15,165,002 2,334,998 17,500,000 Shares of 2,334,998 (2,334,998 ) — Class A common stock subject to possible redemption $ 151,650,025 $ 23,349,975 $ 175,000,000 Class A common stock, $0.0001 par value $ 234 $ (234 ) $ — Additional paid-in-capital $ 5,519,053 $ (5,519,053 ) — Accumulated deficit $ (519,789 ) $ (17,830,688 ) $ (18,350,477 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (23,349,975 ) $ (18,349,974 Condensed Balance Sheet as of March 31, 2021 Shares of Class A common stock subject to possible redemption 15,171,281 2,328,719 17,500,000 Shares of non-redeemable 2,328,719 (2,328,719 ) — Class A common stock subject to possible redemption $ 151,712,812 $ 23,287,188 $ 175,000,000 Class A common stock, $0.0001 par value $ 233 $ (233 ) $ — Additional paid-in-capital $ 5,425,632 $ (5,425,632 ) — Accumulated deficit $ (426,367 ) $ (17,861,323 ) $ (18,287,690 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (23,287,188 ) $ (18,287,187 ) Condensed Balance Sheet as of June 30, 2021 Shares of Class A common stock subject to possible redemption 15,357,833 2,142,167 17,500,000 Shares of Class A common stock non-redeemable 2,142,167 (2,142,167 ) — Class A common stock subject to possible redemption $ 153,578,335 $ 21,421,665 $ 175,000,000 Class A common stock, $0.0001 par value $ 214 $ (214 ) $ — Additional paid-in-capital $ 3,560,195 $ (3,560,195 ) $ — Accumulated (deficit) su r $ 1,439,155 $ (17,861,257 ) $ (16,422,102 ) Total stockholders’ (deficit) equity $ 5,000,001 $ (21,421,666 ) $ (16,421,665 ) Condensed Statement of Operations for the three months Basic & diluted weighted average shares of class A common stock subject to possible redemption 2,190,500 282,326 2,472,826 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ (0.06 ) $ (0.06 ) Basic & diluted weighted average shares of non redeemable common stock 5,568,180 (337,277 ) 5,230,903 Basic & diluted net income (loss) per share of non redeemable $ (0.08 ) $ 0.02 $ (0.06 ) Condensed Statement of Operations for the three months Basic & diluted weighted average shares of class A common stock subject to possible redemption 15,171,281 2,328,719 17,500,000 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ 0.09 $ 0.09 Basic & diluted weighted average shares of non redeemable common stock 6,703,719 (2,328,719 ) 4,375,000 Basic & diluted net income (loss) per share of non redeemable common stock $ 0.28 $ (0.19 ) $ 0.09 Condensed Statement of Operations for the six months ended June 30, 2021 Basic & diluted weighted average shares of class A common stock subject to possible 8,716,749 1,338,500 10,055,249 Basic & diluted net income per share of Class A common stock subject to possible redemption $ — $ 0.10 $ 0.10 Basic & diluted weighted average shares of non redeemable common stock 5,903,417 (1,429,142 ) 4,474,275 Basic & diluted net income (loss) per share of non redeemable common stock $ 0.24 $ (0.14 ) $ 0.07 Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2021 Issuance of Class A common stock in initial public offering $ 175,000,000 $ (175,000,000 ) $ — Issuance of private placement warrants $ 4,875,000 $ (4,875,000 ) $ — Initial classification of warrant liabilities $ (13,275,000 ) $ 13,275,000 $ — Class A common stock subject to possible redemption $ (151,712,812 ) $ 151,712,812 $ — Deferred offering costs $ (9,485,820 ) $ 9,485,820 $ — Accretion of Class A common stock to redemption amount $ — $ 17,885,820 $ 17,885,820 Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the three months ended June 30, 2021 Change in Class A common stock subject to possible redemption $ (1,865,522 ) $ 1,865,522 $ — Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the six months ended June 30, 2021 Issuance of Class A common stock in initial public offering $ 175,000,000 $ (175,000,000 ) $ — Issuance of private placement warrants $ 4,875,000 $ (4,875,000 ) $ — Initial classification of warrant liabilities $ (13,275,000 ) $ 13,275,000 $ — Class A common stock subject to possible redemption $ (151,650,025 ) $ 151,650,025 $ — Deferred offering costs $ (1,928,310 ) $ 1,928,310 $ — Change in Class A common stock subject to possible redemption $ (9,485,820 ) $ 9,485,820 $ — Accretion of Class A common stock to redemption amount $ — $ 17,885,820 $ 17,885,820 Condensed Statement of Cash Flows for the three months Supplemental disclosure of non-cash Accretion of Class A common stock subject to possible redemption $ — $ (17,885,820 ) $ (17,885,820 ) Initial value of Class A common Stock subject to possible redemption $ 151,650,025 $ (151,650,025 ) $ — Change in value of Class A common stock subject to possible redemption $ 62,787 $ (62,787 ) $ — Condensed Statement of Cash Flows for the six months Supplemental disclosure of non-cash Accretion of Class A common stock subject to possible redemption — $ (17,885,820 ) $ (17,885,820 ) Initial value of Class A common Stock subject to possible $ 151,650,025 $ (151,650,025 ) $ — Change in value of Class A common stock subject to possible $ 1,928,310 $ (1,928,310 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of fair values of assets and liabilities | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair values: Description Level September 30, Assets: Marketable securities held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 175,009,638 Liabilities: Public Warrants 1 $ 4,375,000 Private Placement Warrants 3 $ 2,583,750 |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their initial and subsequent measurement: As of March 19, As of September 30, 2021 Stock Price $ 9.90 $ 9.74 Exercise Price 11.50 11.50 Expected term 5.0 5.0 Risk-free rate 0.90 % 0.98 % Annual volatility 17.50 % 12.0 % Probability of successful acquisition 90 % 90 % Dividend yield 0 % 0 % |
Summary of changes in the fair value of warrant liabilities | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021: Description Warrant Liabilities Balance-beginning of period as of January 1, 2021 $ — Issuance of Public and Private Placement Warrants 13,275,000 Changes in fair value of Public Warrants (262,500 ) Transfer of Public Warrants to Level 1 (8,137,500 ) Change in fair value of Private Placement Warrants (2,291,250 ) Private Placement Warrant Liability as of September 30, 2021 $ 2,583,750 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Temporary Equity From Cash Flows Received To The Outstanding Value | The Class A common stock subject to possible redemption reflected on the condensed balance sheet is reconciled on the following table: As of September 30, 2021 Gross Proceeds $ 175,000,000 Less: Proceeds allocated to Public Warrants (8,400,000 ) Class A common stock issuance costs (948,820 ) Plus: Accretion of carrying value to redemption value (9,348,820 ) Class A common stock subject to possible redemption $ 175,000,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Proceeds from issuance of warrants | $ 4,875,000 | ||||
Fair value of assets in trust to be used for business combinations percentage | 50.00% | ||||
Cash | $ 150,065 | $ 0 | |||
Net working capital | 473,985 | ||||
Reimbursement for expenses | $ 25,000 | ||||
Business Combination [Member] | |||||
Number of business days after the expiry date within which the public shares shall be redeemed | 24 days | ||||
Business Combination, Net tangible assets | $ 5,000,001 | ||||
Estimated liquidation expenses | $ 100,000 | ||||
Asset Held In Trust [Member] | |||||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Proceeds from issuance of warrants | $ 175,000,000 | $ 175,000,000 | |||
Restricted Investments Term | 185 days | ||||
Fair value of assets in trust to be used for business combinations percentage | 80.00% | ||||
Asset Held In Trust [Member] | Business Combination [Member] | |||||
Percentage of public shareholding eligible for obligation to redemption on non occurrence of business combination | 100.00% | ||||
Number of business days after the expiry date within which the public shares shall be redeemed On Obligation | 24 days | ||||
Percentage of public shareholding eligible for redemption on non occurrence of business combination | 100.00% | ||||
Number of business days after the expiry date within which the public shares shall be redeemed | 24 days | ||||
Common Class A [Member] | |||||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
IPO [Member] | Private Placement [Member] | |||||
Stock issued during period shares, new issues | 4,875,000 | 4,875,000 | |||
Sale of stock issue price per share | $ 1 | $ 1 | |||
Gross proceeds from initial public offering | $ 4,875,000 | $ 4,875,000 | |||
IPO [Member] | Common Class A [Member] | |||||
Stock issued during period shares, new issues | 4,875,000 | ||||
Sale of stock issue price per share | $ 1 | ||||
IPO [Member] | Common Class A [Member] | Public Warrants [Member] | |||||
Stock issued during period shares, new issues | 17,500,000 | 17,500,000 | |||
Common stock, Shares par value | $ 0.0001 | ||||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Gross proceeds from initial public offering | $ 175,000,000 | $ 175,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies -Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: | ||||
Allocation of net income | $ 3,242,023 | $ 1,865,522 | $ (426,367) | $ 4,681,177 |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 2,593,618 | $ 3,454,066 | ||
Denominator: | ||||
Weighted average shares outstanding, basic and diluted | 17,500,000 | 12,500,000 | ||
Basic and diluted net income per share | $ 0.15 | $ 0.28 | ||
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 648,405 | $ 1,227,111 | ||
Denominator: | ||||
Weighted average shares outstanding, basic and diluted | 4,375,000 | 4,440,820 | ||
Basic and diluted net income per share | $ 0.15 | $ 0.28 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Sep. 30, 2021 |
Cash federal depository insurance coverage | $ 250,000 | |
Investments held in trust account | 175,009,638 | |
Offering Costs | 9,973,542 | |
Underwriting Discount | 3,500,000 | |
Reimbursement Fee | 875,000 | |
Deferred Underwriting Discount | 6,125,000 | |
Deferred Advisory Fee | 875,000 | |
Other Offering Costs | 348,542 | |
Transaction costs allocated to warrant liabilities | 487,723 | |
Deferred Offering Costs | 9,485,819 | |
Unrecognized tax benefits | 0 | |
Income tax penalities and interest expense | $ 150,000 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 13,625,000 | |
Fair value of assets in trust to be used for business combinations percentage | 50.00% | |
Private Placement [Member] | IPO [Member] | ||
Stock Issued During Period, Shares, New Issues | 4,875,000 | 4,875,000 |
Sale of stock issue price per share | $ 1 | $ 1 |
Gross proceeds from initial public offering | $ 4,875,000 | $ 4,875,000 |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Common Class A [Member] | IPO [Member] | ||
Stock Issued During Period, Shares, New Issues | 4,875,000 | |
Sale of stock issue price per share | $ 1 | |
Common Class A [Member] | Public Warrants [Member] | IPO [Member] | ||
Stock Issued During Period, Shares, New Issues | 17,500,000 | 17,500,000 |
Sale of stock issue price per share | $ 10 | $ 10 |
Gross proceeds from initial public offering | $ 175,000,000 | $ 175,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of the Restatement of Previously Issued Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Mar. 19, 2021 | Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Class A common stock subject to possible redemption | $ 175,000,000 | $ 175,000,000 | $ 0 | ||||
Additional paid-in-capital | 0 | 0 | 24,425 | ||||
Accumulated deficit | (13,180,079) | (13,180,079) | 0 | ||||
Total stockholders' (deficit) equity | $ (13,179,642) | $ (16,421,665) | $ (18,287,187) | $ (16,421,665) | (13,179,642) | 25,000 | |
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Accretion of Class A common stock to redemption amount | (17,885,820) | 17,885,820 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Accretion of Class A common stock subject to possible redemption | (17,885,820) | $ 17,885,820 | |||||
Common Class A [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Shares of Class A common stock subject to possible redemption | 17,500,000 | 17,500,000 | |||||
Shares of Class A common stock non-redeemable | 17,500,000 | 17,500,000 | |||||
Total stockholders' (deficit) equity | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Basic and diluted weighted average shares outstanding | 17,500,000 | 12,500,000 | |||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.15 | $ 0.28 | |||||
Class A Stock Subject to Redemption [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Shares of Class A common stock subject to possible redemption | 17,500,000 | 17,500,000 | |||||
Basic and diluted weighted average shares outstanding | 17,500,000 | 12,500,000 | |||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.15 | $ 0.28 | |||||
Previously Reported [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Shares of Class A common stock subject to possible redemption | 15,357,833 | 15,171,281 | 15,357,833 | 15,165,002 | |||
Shares of Class A common stock non-redeemable | 2,142,167 | 2,328,719 | 2,142,167 | 2,334,998 | |||
Class A common stock subject to possible redemption | $ 153,578,335 | $ 151,712,812 | $ 153,578,335 | $ 151,650,025 | |||
Common Stock | 214 | 233 | 214 | 234 | |||
Additional paid-in-capital | 3,560,195 | 5,425,632 | 3,560,195 | 5,519,053 | |||
Accumulated deficit | 1,439,155 | (426,367) | 1,439,155 | (519,789) | |||
Total stockholders' (deficit) equity | 5,000,001 | 5,000,001 | 5,000,001 | $ 5,000,001 | |||
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Issuance of Class A Common Stock in initial public offering | 175,000,000 | 175,000,000 | |||||
Issuance of Private Placement Warrants | 4,875,000 | 4,875,000 | |||||
Initial classification of warrant liabilities | (13,275,000) | (13,275,000) | |||||
Class A common stock subject to possible redemption | (151,712,812) | (151,650,025) | |||||
Deferred offering costs | (9,485,820) | (1,928,310) | |||||
Change in Class A common stock subject to possible redemption | (1,865,522) | (9,485,820) | |||||
Previously Reported [Member] | Common Class A [Member] | |||||||
Supplemental disclosure of non-cash financing activities: | |||||||
Initial value of Class A common Stock subject to possible redemption | $ 151,650,025 | 151,650,025 | 151,650,025 | ||||
Change in value of Class A common stock subject to possible redemption | $ 62,787 | $ 1,928,310 | |||||
Previously Reported [Member] | Class A Stock Subject to Redemption [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 15,171,281 | 2,190,500 | 8,716,749 | ||||
Previously Reported [Member] | Non Redeemable Common Stock [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 6,703,719 | 5,568,180 | 5,903,417 | ||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.28 | $ (0.08) | $ 0.24 | ||||
Revision of Prior Period, Adjustment [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Shares of Class A common stock subject to possible redemption | 2,142,167 | 2,328,719 | 2,142,167 | 2,334,998 | |||
Shares of Class A common stock non-redeemable | (2,142,167) | (2,328,719) | (2,142,167) | (2,334,998) | |||
Class A common stock subject to possible redemption | $ 21,421,665 | $ 23,287,188 | $ 21,421,665 | $ 23,349,975 | |||
Common Stock | (214) | (233) | (214) | (234) | |||
Additional paid-in-capital | (3,560,195) | (5,425,632) | (3,560,195) | (5,519,053) | |||
Accumulated deficit | (17,861,257) | (17,861,323) | (17,861,257) | (17,830,688) | |||
Total stockholders' (deficit) equity | (21,421,666) | (23,287,188) | (21,421,666) | $ (23,349,975) | |||
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Issuance of Class A Common Stock in initial public offering | (175,000,000) | (175,000,000) | |||||
Issuance of Private Placement Warrants | (4,875,000) | (4,875,000) | |||||
Initial classification of warrant liabilities | 13,275,000 | 13,275,000 | |||||
Class A common stock subject to possible redemption | 151,712,812 | 151,650,025 | |||||
Deferred offering costs | 9,485,820 | 1,928,310 | |||||
Accretion of Class A common stock to redemption amount | 17,885,820 | 17,885,820 | |||||
Change in Class A common stock subject to possible redemption | 1,865,522 | 9,485,820 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Accretion of Class A common stock subject to possible redemption | 17,885,820 | 17,885,820 | |||||
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | |||||||
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Accretion of Class A common stock to redemption amount | (17,885,820) | (17,885,820) | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Accretion of Class A common stock subject to possible redemption | (17,885,820) | (17,885,820) | |||||
Initial value of Class A common Stock subject to possible redemption | $ (151,650,025) | (151,650,025) | (151,650,025) | ||||
Change in value of Class A common stock subject to possible redemption | $ (62,787) | $ (1,928,310) | |||||
Revision of Prior Period, Adjustment [Member] | Class A Stock Subject to Redemption [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 2,328,719 | 282,326 | 1,338,500 | ||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.09 | $ (0.06) | $ 0.10 | ||||
Revision of Prior Period, Adjustment [Member] | Non Redeemable Common Stock [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | (2,328,719) | (337,277) | (1,429,142) | ||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ (0.19) | $ 0.02 | $ (0.14) | ||||
As Restated [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Shares of Class A common stock subject to possible redemption | 17,500,000 | 17,500,000 | 17,500,000 | 17,500,000 | |||
Class A common stock subject to possible redemption | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | |||
Accumulated deficit | (16,422,102) | (18,287,690) | (16,422,102) | (18,350,477) | |||
Total stockholders' (deficit) equity | $ (16,421,665) | (18,287,187) | (16,421,665) | $ (18,349,974) | |||
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Accretion of Class A common stock to redemption amount | 17,885,820 | 17,885,820 | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Accretion of Class A common stock subject to possible redemption | 17,885,820 | 17,885,820 | |||||
As Restated [Member] | Common Class A [Member] | |||||||
Statement of Changes in Stockholders' (Deficit) Equity | |||||||
Accretion of Class A common stock to redemption amount | (17,885,820) | (17,885,820) | |||||
Supplemental disclosure of non-cash financing activities: | |||||||
Accretion of Class A common stock subject to possible redemption | $ (17,885,820) | $ (17,885,820) | |||||
As Restated [Member] | Class A Stock Subject to Redemption [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 17,500,000 | 2,472,826 | 10,055,249 | ||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.09 | $ (0.06) | $ 0.10 | ||||
As Restated [Member] | Non Redeemable Common Stock [Member] | |||||||
Restatement Of Previously Issued Financial Statements [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 4,375,000 | 5,230,903 | 4,474,275 | ||||
Basic and diluted net income per share, Class A Common stock subject to possible redemption | $ 0.09 | $ (0.06) | $ 0.07 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of the Restatement of Previously Issued Financial Statements (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 19, 2021 |
Common Class A [Member] | ||||
Restatement [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Minimum networth needed after redemption of temporary equity common stock | $ 5,000,001 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Sep. 30, 2021 |
Disclosure Of Initial Public Offer [Line Items] | ||
Common Stock, Conversion Basis | one | |
Class of warrant or right, threshold trading days expiry term | five years | |
Proceeds from issuance of warrants | $ 4,875,000 | |
Asset Held In Trust [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Sale of stock issue price per share | $ 10 | $ 10 |
Proceeds from issuance of warrants | $ 175,000,000 | $ 175,000,000 |
Restricted Investments Term | 185 days | |
Minimum [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |
Maximum [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Class of warrant or right, threshold trading days for exercise from date of business combination | 12 months | |
Public Warrants [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Common Stock, Conversion Basis | one-half of one | |
Common Class A [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of shares entitlement per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
IPO [Member] | Common Class A [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during period shares, new issues | 4,875,000 | |
Sale of stock issue price per share | $ 1 | |
IPO [Member] | Common Class A [Member] | Public Warrants [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during period shares, new issues | 17,500,000 | 17,500,000 |
Sale of stock issue price per share | $ 10 | $ 10 |
Gross proceeds from initial public offering | $ 175,000,000 | $ 175,000,000 |
Exercise price of warrants | $ 11.50 | |
Over-Allotment Option [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during period shares, new issues | 2,625,000 | |
Option period for the underwriter's over-allotment option | 45 days |
Related Party Transaction - Add
Related Party Transaction - Additional information (Detail) - USD ($) | May 03, 2021 | Mar. 19, 2021 | Jan. 26, 2021 | Dec. 29, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Liquidating distribution lock in period from the closing of IPO | 24 months | ||||||||
Proceeds from Issuance of Warrants | $ 4,875,000 | ||||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||||
Issuance of warrants shares | 175,000,000 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ 0 | ||||||||
Private Placement Warrants | |||||||||
Class of warrants and rights issued price per warrant | $ 1 | $ 1 | |||||||
Proceeds from Issuance of Warrants | $ 4,875,000 | ||||||||
Sponsor [Member] | Private Placement Warrants | |||||||||
Class of warrants and rights issued during the period | 4,875,000 | ||||||||
Related Party Loans | |||||||||
Debt face amount | $ 300,000 | ||||||||
Debt Instrument Interest Rate | 0.00% | ||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | ||||||||
Office space, administrative and support services | Sponsor [Member] | |||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||
Administrative Support Agreement [Member] | |||||||||
Related party expense prepaid | $ 120,000 | ||||||||
Related party expenses | $ 30,247 | $ 64,438 | |||||||
Prepaid expense balance | $ 55,562 | $ 55,562 | |||||||
Common Class A [Member] | |||||||||
Shares issuable per warrant | 1 | ||||||||
Exercise price of warrants | $ 11.50 | ||||||||
Common stock shares outstanding | 17,500,000 | 17,500,000 | |||||||
Common Class A [Member] | Private Placement Warrants | |||||||||
Shares issuable per warrant | 1 | 1 | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve | |||||||||
Share transfer, trigger price per share | 12 | ||||||||
Number of consecutive trading days for determining share price | 20 | ||||||||
Number of trading days for determining share price | 30 | ||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||
Common Class B [Member] | |||||||||
Stock surrendered during the period, shares | 718,750 | ||||||||
Number of shares forfeited during the period | 656,250 | 656,250 | |||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ 0 | $ 66 | |||||||
Common stock shares outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 5,750,000 | |||||
Common Class B [Member] | Maximum [Member] | |||||||||
Common stock shares outstanding | 5,031,250 | ||||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Stock shares issued during the period for services value | $ 5,750,000 | ||||||||
Aggregate value held by sponsor | $ 25,000 | ||||||||
Stock surrendered during the period, shares | 718,750 | ||||||||
Common Class F [Member] | Sponsor [Member] | |||||||||
Common stock, threshold percentage on conversion of shares | 20 | ||||||||
Common Class F [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||
Stock transferred during the period, shares | 656,250 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Mar. 16, 2021 | Sep. 30, 2021 |
Loss Contingencies [Line Items] | |||
Underwriting discount paid | $ 3,500,000 | ||
Underwriting discount paid, percentage | 2.00% | ||
Reimbursement fee paid by the underwriters | $ 875,000 | ||
Deferred underwriting discount, percentage paid | 3.50% | ||
Deferred underwriting discount | $ 6,125,000 | ||
Advisory fee, percentage paid | 0.50% | ||
Advisory Fee | $ 875,000 | ||
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Stock issued during period shares, new issues | 2,625,000 | ||
Under writers [Member] | Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Over-allotment option vesting period | 45 days | ||
Stock issued during period shares, new issues | 2,625,000 | ||
Over-allotment units, exercised | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Values of Assets and Liabilities (Detail) | Sep. 30, 2021USD ($) |
Public Warrants [Member] | |
Liabilities: | |
Public and Private Placement Warrants | $ 4,375,000 |
Private Placement Warrants [Member] | |
Liabilities: | |
Public and Private Placement Warrants | 2,583,750 |
Fair Value, Recurring [Member] | Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 175,009,638 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Change in fair value of warrants | $ (3,640,000) | $ (6,316,250) |
Public Warrants [Member] | ||
Change in fair value of warrants | 3,640,000 | 6,316,250 |
Private Placement Warrants [Member] | ||
Change in fair value of warrants | $ 3,640,000 | $ 6,316,250 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Detail) | Sep. 30, 2021sharesyr | Mar. 19, 2021sharesyr |
Stock Price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.74 | 9.90 |
Exercise Price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Expected term [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 5 | 5 |
Risk-free rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.98 | 0.90 |
Annual volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 12 | 17.50 |
Probability of successful acquisition [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 90 | 90 |
Dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair value measurements - Sum_3
Fair value measurements - Summary of changes in the fair value of warrant liabilities (Detail) - Level 3 [Member] - Warrant Liabilities [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance-beginning of period | $ 0 |
Balance-end of period | 2,583,750 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public Warrants to Level 1 | (8,137,500) |
Changes in fair value | (262,500) |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Changes in fair value | (2,291,250) |
Public And Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of Public and Private Placement Warrants | $ 13,275,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Class A Stock Subject to Redemption [Member] | Sep. 30, 2021$ / sharesshares |
Temporary Equity [Line Items] | |
Temporary equity shares authorized | 250,000,000 |
Temporary equity par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity shares outstanding | 17,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Summary Of Class A Common Stock Subject to Possible redemption Reflected on the Condensed Balance Sheet (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity Disclosure [Abstract] | ||
Gross Proceeds | $ 175,000,000 | |
Proceeds allocated to Public Warrants | (8,400,000) | |
Class A common stock issuance costs | (948,820) | |
Accretion of carrying value to redemption value | (9,348,820) | |
Class A common stock subject to possible redemption | $ 175,000,000 | $ 0 |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | May 03, 2021 | Mar. 31, 2021 | Mar. 19, 2021 | Dec. 31, 2020 | |
Voting rights | one vote | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Proceeds from issuances percentage | 60.00% | ||||||
Warrant exercise price, Adjustment percentage | 115.00% | ||||||
Number of days to file with the SEC a registration statement | 15 days | ||||||
Warrants expiration, Terms | 5 years | 5 years | |||||
Effective days for registration statement to be available | 30 days | ||||||
Notice of redemption, Period | 30 days | ||||||
Private Placement Warrant [Member] | |||||||
Warrant redemption price | $ 0.01 | $ 0.01 | |||||
Number of consecutive trading days determining warrant redeemable | 20 days | ||||||
Number of trading days determining warrant redeemable | 30 days | ||||||
Common Class A [Member] | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares, issued | 17,500,000 | 17,500,000 | |||||
Common Stock outstanding | 17,500,000 | 17,500,000 | |||||
Warrant exercise price | $ 11.50 | ||||||
Warrant redemption price | $ 0.10 | $ 0.10 | |||||
Number of days determining fair market value of the Class A Common Stock | 10 days | ||||||
Basic and diluted weighted average shares outstanding | 17,500,000 | 12,500,000 | |||||
Common Class A [Member] | Share Price Less Than 9.20 USD [Member] | |||||||
Share Price | $ 9.20 | $ 9.20 | |||||
Common Class A [Member] | Share Price Equals Or Exceeds 18 USD [Member] | |||||||
Share Price | 18 | 18 | |||||
Common Class A [Member] | Share Price Equals Or Exceeds 10 USD [Member] | |||||||
Share Price | $ 10 | $ 10 | |||||
Common Class B [Member] | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares, issued | 4,375,000 | 4,375,000 | 5,750,000 | ||||
Common Stock outstanding | 4,375,000 | 4,375,000 | 4,375,000 | 5,750,000 | |||
Founder Shares, Agreed to be forfeited | 656,250 | 656,250 | |||||
Basic and diluted weighted average shares outstanding | 4,375,000 | 4,440,820 | |||||
Warrant [Member] | |||||||
Share Price | $ 11.50 | $ 11.50 | |||||
Number of days determining warrant exercisable | 30 days | ||||||
Number of months determining warrant exercisable | 12 months | ||||||
Warrant exercise price | $ 11.50 | $ 11.50 |