flyExclusive (FLYX) 10-Q 20 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	5 Months Ended
	Jun. 30, 2021	Aug. 20, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Registrant Name	EG Acquisition Corp.
Entity Central Index Key	0001843973
Entity File Number	001-40444
Entity Tax Identification Number	86-1740840
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	375 Park Avenue
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10152
City Area Code	212
Local Phone Number	888-1040
Title of 12(b) Security	Class A common stock
Trading Symbol	EGGF
Security Exchange Name	NYSE
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	EGGFU
Security Exchange Name	NYSE
Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	EGGFW
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		22,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,625,000

Condensed Balance Sheet

Condensed Balance Sheet	Jun. 30, 2021USD ($)
Assets:
Current asset - cash	$ 912,304
Prepaid expenses	476,153
Total current assets	1,388,457
Prepaid expenses, non-current	406,849
Marketable securities held in Trust Account	225,000,944
Total Assets	226,796,250
Liabilities and Stockholders' Equity
Accrued offering costs and expenses	460,630
Due to related party	11,935
Total current liabilities	472,565
Warrant liability	10,830,795
Deferred underwriting discount	7,875,000
Total Liabilities	19,178,360
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 20,263,651 shares at redemption value	202,617,880
Stockholder's Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	5,658,784
Accumulated deficit	(659,645)
Total stockholder's equity	5,000,010
Total Liabilities and Stockholder's Equity	226,796,250
Common Class A [Member]
Stockholder's Equity:
Common stock, value	224
Common Class B [Member]
Stockholder's Equity:
Common stock, value	$ 647	[1]
[1]	Includes up to 843,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (See Note 7).

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Jun. 30, 2021	May 25, 2021
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock shares subject to possible redemption	20,261,788
Common stock par or stated value per share	$ 0.0001
Common stock shares authorized	100,000,000
Common stock shares issued	2,238,212
Common stock shares outstanding	2,238,212
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	6,468,750
Common stock shares outstanding	6,468,750	6,468,750

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	3 Months Ended	5 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Formation and operating costs	$ 123,718	$ 124,494
Loss from operations	(123,718)	(124,494)
Other income (expense)
Change in fair value of warrants	(145,534)	(145,534)
Warrant issuance costs	(390,561)	(390,561)
Trust interest income	944	944
Total other expense	(535,151)	(535,151)
Net loss	$ (658,869)	$ (659,645)
Basic and diluted net loss per common stock	$ 0	$ 0
Basic and diluted weighted average shares outstanding, non-redeemable common stock	7,270,845	6,948,951
Basic and diluted net loss per share	$ (0.09)	$ (0.09)
Common Class A [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding	7,357,246	4,404,667

Condensed Statement of Changes

Condensed Statement of Changes in Stockholder's Equity - USD ($)	Total	Additional Paid-in Capital [Member]	(Accumulated Deficit) Retained Earnings [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]
Beginning balance at Jan. 27, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in Shares) at Jan. 27, 2021				0	0
Class B common stock issued to Sponsor	25,000	24,353	0	$ 0	$ 647
Class B common stock issued to Sponsor (in Shares)				0	6,468,750
Net loss	(776)	0	(776)	$ 0	$ 0
Ending balance at Mar. 31, 2021	24,224	24,353	(776)	$ 0	$ 647
Ending balance (in Shares) at Mar. 31, 2021				0	6,468,750
Beginning balance at Jan. 27, 2021	0	0	0	$ 0	$ 0
Beginning balance (in Shares) at Jan. 27, 2021				0	0
Net loss	(659,645)
Ending balance at Jun. 30, 2021	5,000,010	5,658,784	(659,645)	$ 224	$ 647
Ending balance (in Shares) at Jun. 30, 2021				2,238,212	6,468,750
Beginning balance at Mar. 31, 2021	24,224	24,353	(776)	$ 0	$ 647
Beginning balance (in Shares) at Mar. 31, 2021				0	6,468,750
Sale of 22,500,000 Units, net of underwriting discount, offering expenses, and warrant liability	208,222,785	208,220,535	0	$ 2,250	$ 0
Sale of 22,500,000 Units, net of underwriting discount, offering expenses, and warrant liability (in Shares)				22,500,000	0
Stock-based compensation	29,750	29,750
Net loss	(658,869)	0	(658,869)	$ 0	$ 0
Class A common stock subject to possible redemption	(202,617,880)	(202,615,854)	0	$ (2,026)	$ 0
Class A common stock subject to possible redemption (in Shares)				(20,261,788)	0
Ending balance at Jun. 30, 2021	$ 5,000,010	$ 5,658,784	$ (659,645)	$ 224	$ 647
Ending balance (in Shares) at Jun. 30, 2021				2,238,212	6,468,750

Condensed Statement of Change_2

Condensed Statement of Changes in Stockholder's Equity (Parenthetical)	Jun. 30, 2021shares
Class of Warrant or Right, Outstanding	22,500,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	5 Months Ended
	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (659,645)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B common stock	776
Change in fair value of warrants	145,534
Stock-based compensation	29,750
Warrant issuance costs	390,561
Trust interest income	(944)
Changes in current assets and current liabilities:
Prepaid expenses	(883,002)
Due to related party	11,935
Accrued offering costs and expenses	551,220
Net cash used in operating activities	(413,815)
Cash flows from investing activities:
Marketable securities held in Trust Account	(225,000,000)
Net cash used in investing activities	(225,000,000)
Cash flows from financing activities:
Proceeds from Initial Public Offering, net of underwriters' fees	220,500,000
Proceeds from private placement	6,500,000
Repayment of promissory note to related party	(66,366)
Payment of offering costs	(607,515)
Net cash provided by financing activities	226,326,119
Net change in cash	912,304
Cash, beginning of the period	0
Cash, end of the period	912,304
Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock	24,224
Deferred underwriting commissions charged to additional paid in capital	7,875,000
Deferred offering costs paid by Sponsor loan	66,366
Initial value of Class A common stock subject to possible redemption	202,881,630
Change in value of Class A common stock subject to possible redemption	(263,750)
Initial classification of warrant liability	$ 10,685,261

Organization and Business Opera

Organization and Business Operations	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General EG Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 28, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acqu i As of June 30, 2021, the Company had not commenced any operations. All activity for the period from January 28, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is EG Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on May 25, 2021 (the “Effective Date”). On May 28, 2021, the Company consummated the IPO of 22,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”, and warrants included in the Units being offered, the “Public Warrants”), at $10.00 per Unit, generating gross proceeds of $225,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,333,333 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $6,500,000. Transaction costs amounted to $12,982,515 consisting of $4,500,000 of underwriting discount, $7,875,000 of deferred underwriting discount, and $607,515 of other offering costs. See “Offering Costs associated with the Initial Public Offering” under Note 2. Trust Account Following the closing of the IPO on May 28, 2021, $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under or pre-initial Business Initial Business Combination In accordance with the rules of the NYSE, 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 amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s 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 require the Company to seek stockholder approval under the law or stock exchange listing requirements. The public stockholders will be entitled to redeem their shares at a per-share price, The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company’s amended and restated certificate of incorporation provides that the Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company are unable to complete the initial Business Combination within such 24-month period, the at a per-share price, payable The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all r i Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $0.9 million in its operating bank account, and working capital of approximately $0.9 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a payment of certain offering costs of $25,000 from the Sponsor (see Note 5) for the Founder Shares, and the loan under an unsecured promissory note from the Sponsor of $66,366 (see Note 5). The Company fully paid the note to the Sponsor on June 30, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. 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 Business Combination.

Significant Accounting Policies

Significant Accounting Policies	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 28, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in mutual funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a l i • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 due to the short maturities of such instruments. The Company’s warrant liability is based on a Black-Scholes-Merton (“BSM”) model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as Level 3. See Note 7 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for each of the periods. The Company’s condensed statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO and (iii) Private Placement since the exercise price of the warrants is higher than the market price. For the three For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption Interest income on marketable securities held in trust $ 850 $ 850 Less: interest available to be withdrawn for payment of taxes (850 ) (850 ) Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average redeemable Class A common stock Redeemable Class A common stock, basic and diluted 7,357,246 4,404,667 Basic and diluted net income per share, redeemable Class A common stock $ — $ — Non-redeemable Numerator: net loss minus redeemable net earnings Net loss $ (658,869 ) $ (659,645 ) Redeemable net earnings — — Non-redeemable $ (658,869 ) $ (659,645 ) Denominator: Weighted average non-redeemable 7,270,845 6,948,951 Basic and diluted net loss per share, Class B common stock $ (0.09 ) $ (0.09 ) Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 FASB ASC 470-20, The Company incurred offering costs amounting to $12,982,515 as a result of the Initial Public Offering consisting of a $4,500,000 underwriting discount, $7,875,000 of deferred underwriting discount, and $607,515 of other offering costs. The Company recorded $12,591,954 of offering costs as a reduction of equity in connection with the Class A common stock included in the Units. The Company immediately expensed $390,561 of offering costs in connection with the Warrants that were classified as liabilities.​​​​​​​ Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued i non-current net-cash Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 28, 2021 (inception) through June 30, 2021. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Public Units Pursuant to the IPO on May 28, 2021, the Company sold 22,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-third of Following the closing of the IPO on May 28, 2021, $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under Public Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 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 covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when The Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (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 not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period If the Company calls the warrants for redemption, the management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) of the Class A common stock over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Company’s initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement

Private Placement	5 Months Ended
	Jun. 30, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,333,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $6,500,000, in a private placement (the “Private Placement”). Each Private Placement Warrant entitles the holder to purchase one share of the Class A common stock at a price of $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until three years after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as described in Note 5) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business distributions from the Trust Account with respect to their

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 29, 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 founder shares. In March 2021, the Company effected a stock dividend of 1,437,500 shares with respect to its Class B common stock, resulting in its initial stockholders holding an aggregate of 7,187,500 founder shares. On May 25, 2021, the Sponsor surrendered an aggregate of 718,750 shares of Class B common stock for no consideration, which were cancelled, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding and held by the Sponsor. Up to 843,750 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. In July 2021, the 843,750 of the founder shares were forfeited due to the underwriters’ over-allotment not exercised. The Company’s initial stockholders will agree not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) three years after the completion of the Company’s initial Business Combination (or with respect to any founder shares transferred or distributed by the Sponsor to one of the Company’s independent directors, one year) and (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The transfer restrictions described above are not subject to any except based on the price at which the Company’s common stock trades after the completion of the Company’s initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Promissory Note — Related Party The Company’s Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such loan is non-interest Administrative Support Agreement The Company has agreed, commencing on May 25, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Stockholder Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration and stockholder rights agreement signed on May 25, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriters Agreement The Company granted the underwriters a 45-day option On May 28, 2021, the Company paid a fixed underwriting discount in aggregate of $4,500,000. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,875,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Forward Purchase Agreement On May 25, 2021, the Company entered into a forward purchase agreement pursuant to which, if the Company conducts a private placement transaction in connection with the initial Business Combination, the Company will offer the forward purchaser the option to purchase the forward purchase securities at a price of $10.00 per share in connection with the initial Business Combination in an amount up to (a) the percentage of Units purchased by the forward purchaser in the IPO multiplied by (b) the total number of forward purchase securities sold in such pr i or lock-up restrictions.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 225,000,944 $ 225,000,944 $ — $ — $ 225,000,944 $ 225,000,944 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 6,844,500 $ — $ — $ 6,844,500 Warrant Liability – Private Placement Warrants 3,986,295 — — 3,986,295 $ 10,830,795 $ — $ — $ 10,830,795 The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Black-Scholes-Merton (“BSM”) model are assumptions related to expected share-price volatility (pre-merger and post-merger), The key inputs into the BSM model for the warrant liability were as follows: Input June 30, 2021 May 28, 2021 Expected term (years) 5.96 6.00 Expected volatility 10.00 % 10.00 % Risk-free interest rate 1.03 % 1.02 % Dividend yield 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the period from January 28, 2021 (inception) through June 30, 2021: Warrant Fair value as of January 28, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 10,685,261 Change in fair value 145,534 Fair value as of June 30, 2021 $ 10,830,795

Stockholder's Equity

Stockholder's Equity	5 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 8 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock exercised. In July 2021, the 843,750 of the founder shares were forfeited due to the underwriters’ over-allotment not exercised. The Company’s initial stockholders will agree not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) three years after the completion of the Company’s initial Business Combination (or with respect to any founder shares transferred or distributed by the Sponsor to one of the Company’s independent directors, one year) and (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (except to certain permitted transferees and under certain circumstances). The transfer restrictions described above are not subject to any exception based on the price at which the Company’s common stock trades after the completion of the Company’s initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, an as-converted basis, Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the Company’s initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Stock-based Compensation For the Awards granted during 2021, the weighted average fair value per membership interests was estimated to be $3.57. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from the Company’s common stock. The Company accounts for the expected life of interests in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was amortized over the Combination Period due to the reason that if, at any time prior to the initial Business Combination, the participants resign for any reason, the granted Awards will be forfeited for no consideration. In applying the Black-Scholes option pricing model, the Company used the following assumptions: Risk-free interest rate 1.05 % Expected term (years) 6.00 Expected volatility 15.50 % Expected dividends 0.00 The stock-based compensation expense related to option grants was $29,750 for the period from January 28, 2021 (inception) through June 30, 2021.

Subsequent Events

Subsequent Events	5 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from January 28, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in mutual funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a l i • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2021 due to the short maturities of such instruments. The Company’s warrant liability is based on a Black-Scholes-Merton (“BSM”) model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as Level 3. See Note 7 for additional information on assets and liabilities measured at fair value.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for each of the periods. The Company’s condensed statements of operations include a presentation of income (loss) per share for Class A common stock subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO and (iii) Private Placement since the exercise price of the warrants is higher than the market price. For the three For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption Interest income on marketable securities held in trust $ 850 $ 850 Less: interest available to be withdrawn for payment of taxes (850 ) (850 ) Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average redeemable Class A common stock Redeemable Class A common stock, basic and diluted 7,357,246 4,404,667 Basic and diluted net income per share, redeemable Class A common stock $ — $ — Non-redeemable Numerator: net loss minus redeemable net earnings Net loss $ (658,869 ) $ (659,645 ) Redeemable net earnings — — Non-redeemable $ (658,869 ) $ (659,645 ) Denominator: Weighted average non-redeemable 7,270,845 6,948,951 Basic and diluted net loss per share, Class B common stock $ (0.09 ) $ (0.09 )
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 FASB ASC 470-20, The Company incurred offering costs amounting to $12,982,515 as a result of the Initial Public Offering consisting of a $4,500,000 underwriting discount, $7,875,000 of deferred underwriting discount, and $607,515 of other offering costs. The Company recorded $12,591,954 of offering costs as a reduction of equity in connection with the Class A common stock included in the Units. The Company immediately expensed $390,561 of offering costs in connection with the Warrants that were classified as liabilities.​​​​​​​
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued i non-current net-cash
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 28, 2021 (inception) through June 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	5 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (loss) Per Share of Ordinary Share	The calculation of diluted net income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) IPO and (iii) Private Placement since the exercise price of the warrants is higher than the market price. For the three For the Class A common stock subject to possible redemption Numerator: net income allocable to Class A common stock subject to possible redemption Interest income on marketable securities held in trust $ 850 $ 850 Less: interest available to be withdrawn for payment of taxes (850 ) (850 ) Net income allocable to Class A common stock subject to possible redemption $ — $ — Denominator: Weighted average redeemable Class A common stock Redeemable Class A common stock, basic and diluted 7,357,246 4,404,667 Basic and diluted net income per share, redeemable Class A common stock $ — $ — Non-redeemable Numerator: net loss minus redeemable net earnings Net loss $ (658,869 ) $ (659,645 ) Redeemable net earnings — — Non-redeemable $ (658,869 ) $ (659,645 ) Denominator: Weighted average non-redeemable 7,270,845 6,948,951 Basic and diluted net loss per share, Class B common stock $ (0.09 ) $ (0.09 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities that Were Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account $ 225,000,944 $ 225,000,944 $ — $ — $ 225,000,944 $ 225,000,944 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 6,844,500 $ — $ — $ 6,844,500 Warrant Liability – Private Placement Warrants 3,986,295 — — 3,986,295 $ 10,830,795 $ — $ — $ 10,830,795
Schedule of Key Inputs into the BSM Model for the Warrant Liability	The key inputs into the BSM model for the warrant liability were as follows: Input June 30, 2021 May 28, 2021 Expected term (years) 5.96 6.00 Expected volatility 10.00 % 10.00 % Risk-free interest rate 1.03 % 1.02 % Dividend yield 0.00 % 0.00 %
Summary of Changes in the Fair Value of the Warrant Liability	The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the period from January 28, 2021 (inception) through June 30, 2021: Warrant Fair value as of January 28, 2021 (inception) $ — Initial fair value of warrant liability upon issuance at IPO 10,685,261 Change in fair value 145,534 Fair value as of June 30, 2021 $ 10,830,795

Stockholder's Equity (Tables)

Stockholder's Equity (Tables)	5 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Summary of option pricing model, Company used the following assumptions	In applying the Black-Scholes option pricing model, the Company used the following assumptions: Risk-free interest rate 1.05 % Expected term (years) 6.00 Expected volatility 15.50 % Expected dividends 0.00 The stock-based compensation expense related to option grants was $29,750 for the period from January 28, 2021 (inception) through June 30, 2021.

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)	May 28, 2021	Jan. 29, 2021	Mar. 31, 2021	Jun. 30, 2021
Proceeds from issuance initial public offering				$ 220,500,000
Transaction costs	$ 12,982,515
Underwriting discount	4,500,000
Deferred underwriting discount	7,875,000
Other offering costs	607,515
Assets held in trust	$ 225,000,000
Percent of obligation to redeem public shares	100.00%
Percent of assets held in the Trust Account	80.00%
Minimum voting securities for business combination	50.00%
Share price	$ 10
Minimum tangible assets for business combination	$ 5,000,001
Interest on dissolution expenses	100,000
Working capital loans outstanding				0
Operating bank account				900,000
Working capital				900,000
Stock issued during period, value, issued for services			$ 25,000
Sponsor [Member] | Promisory Note [Member]
Debt Instrument, Face Amount	66,366			$ 300,000
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Stock issued during period, value, issued for services	$ 25,000	$ 25,000
Maximum [Member]
Share price	$ 10
IPO [Member]
Sale of stock, number of shares issued in transaction	22,500,000
Sale of stock, price per share	$ 10
Proceeds from issuance initial public offering	$ 225,000,000
Assets held in trust	$ 225,000,000
Private Placement [Member]
Sale of stock, number of shares issued in transaction	4,333,333
Sale of stock, price per share	$ 1.50
Proceeds from issuance of private placement	$ 6,500,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	Jun. 30, 2021	May 28, 2021	Jun. 30, 2021	Jun. 30, 2021
Cash equivalents	$ 0		$ 0	$ 0
Federal depository insurance coverage amount	250,000		250,000	250,000
Unrecognized tax benefits	0		0	0
Unrecognized tax benefits, income tax penalties and interest accrued	0		0	0
Transaction costs		$ 12,982,515
Underwriting discount		4,500,000
Deferred underwriting discount		7,875,000
Other offering costs		$ 607,515
Offering costs recorded as a reduction of equity	12,591,954
Warrant issuance costs	$ 390,561		$ 390,561	$ 390,561

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Basic and Diluted Net Income (loss) Per Share of Ordinary Share (Detail) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Denominator: Weighted average redeemable Class A common stock
Basic and diluted net income per share, redeemable Class A common stock		$ 0	$ 0
Numerator: net loss minus redeemable net earnings
Net loss	$ (776)	$ (658,869)	$ (659,645)
Denominator: Weighted average non-redeemable basic and diluted weighted average shares outstanding, Class B common stock		7,270,845	6,948,951
Basic and diluted net loss per share, Class B common stock		$ (0.09)	$ (0.09)
Redeemable Class A Common Stock [Member]
Numerator: net income allocable to Class A common stock subject to possible redemption
Interest income on marketable securities held in trust		$ 850	$ 850
Less: interest available to be withdrawn for payment of taxes		(850)	(850)
Net income allocable to Class A common stock subject to possible redemption		$ 0	$ 0
Denominator: Weighted average redeemable Class A common stock
Redeemable Class A common stock, basic and diluted		7,357,246	4,404,667
Basic and diluted net income per share, redeemable Class A common stock		$ 0	$ 0
Numerator: net loss minus redeemable net earnings
Redeemable net earnings		$ 0	$ 0
Non Redeemable Class B Common Stock [Member]
Numerator: net income allocable to Class A common stock subject to possible redemption
Net income allocable to Class A common stock subject to possible redemption		0	0
Numerator: net loss minus redeemable net earnings
Net loss		(658,869)	(659,645)
Redeemable net earnings		0	0
Net loss		$ (658,869)	$ (659,645)
Denominator: Weighted average non-redeemable basic and diluted weighted average shares outstanding, Class B common stock		7,270,845	6,948,951
Basic and diluted net loss per share, Class B common stock		$ (0.09)	$ (0.09)

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	May 28, 2021	Jun. 30, 2021
Disclosure Of Initial Public Offer [Line Items]
Assets held in trust	$ 225,000,000
Share price	$ 10
Share Price Equal or Exceeds $18.00 [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrant or right exercise price adjustment percentage higher of market value		180.00%
Share Price Equal or Less $9.20 [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrant or right exercise price adjustment percentage higher of market value		115.00%
Common Class A [Member] | Share Price Equal or Exceeds $18.00 [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrant		$ 18
Common Class A [Member] | Share Price Equal or Less $9.20 [Member]
Disclosure Of Initial Public Offer [Line Items]
Exercise price of warrant		9.20
Share redemption trigger price		$ 9.20
Minimum Percentage Gross Proceeds Required From Issuance Of Equity		60.00%
Class of warrant or right minimum notice period for redemption		20 days
Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Minimum lock in period required for warrant exercise from the date of business combination		15 days
Minimum lock in period required for warrant exercise from the date of IPO		30 days
Warrants and rights outstanding, term		5 years
Minimum period required for filing SEC registration statement from the date of business combination		60 days
Public Warrants [Member] | Common Class A [Member]
Disclosure Of Initial Public Offer [Line Items]
Shares issuable per warrant		1
Exercise price of warrant		$ 11.50
Class of warrants, redemption notice period		10 days
Redemption of warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds $18.00 [Member]
Disclosure Of Initial Public Offer [Line Items]
Class of warrants, redemption price per unit		$ 0.01
Class of warrants, redemption notice period		30 days
Share price		$ 18
Number of consecutive trading days for determining share price		20 days
Number of trading days for determining share price		30 days
Minimum [Member]
Disclosure Of Initial Public Offer [Line Items]
Warrants, redemption price per share	11.50
Maximum [Member]
Disclosure Of Initial Public Offer [Line Items]
Share price	$ 10
Maximum [Member] | Public Warrants [Member]
Disclosure Of Initial Public Offer [Line Items]
Minimum lock in period required for warrant exercise from the date of business combination		12 months
IPO [Member]
Disclosure Of Initial Public Offer [Line Items]
Sale of stock, number of shares issued in transaction	22,500,000
Sale of stock, price per share	$ 10
Assets held in trust	$ 225,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement [Member]	May 28, 2021USD ($)$ / sharesshares
Class of Warrant or Right [Line Items]
Sale of stock, number of shares issued in transaction | shares	4,333,333
Sale of stock, price per share	$ 1.50
Proceeds from Issuance of Private Placement | $	$ 6,500,000
Common Class A [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrant	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Jul. 01, 2021	May 28, 2021	May 25, 2021	Jan. 29, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2021
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services						$ 25,000
Due to related parties current							$ 11,935
Working capital loan							$ 0
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument conversion price							$ 1.50
Debt instrument convertible into warrants							$ 1,500,000
Founder Shares [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Underwriters over-allotment	843,750
Sponsor [Member] | Office Space Administrative And Support Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction			$ 10,000
Sponsor [Member] | Promisory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 66,366					300,000
Due to related parties current							$ 66,366
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock dividends, shares					1,437,500
Common stock shares outstanding			6,468,750				6,468,750
Common stock shares surrendered			718,750
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding					7,187,500	7,187,500
Common stock shares subject to forfeiture			843,750
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services		$ 25,000		$ 25,000
Stock issued during period shares				5,750,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	May 28, 2021	May 25, 2021	Jun. 30, 2021
Commitments And Contingencies [Line Items]
Proceeds from initial public offering			$ 220,500,000
Underwriters Agreement [Member]
Commitments And Contingencies [Line Items]
Overallotment option vesting period			45 days
Stock issued during period shares			3,375,000
Underwriting expense paid	$ 4,500,000
Underwriting discount percentage on gross proceeds from initial public offering	3.50%
Proceeds from initial public offering	$ 7,875,000
Forward Purchase Agreement [Member]
Commitments And Contingencies [Line Items]
Underwriting discount percentage on gross proceeds from initial public offering		4.95%
Sale of stock, price per share		$ 10

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	Jun. 30, 2021$ / shares
Fair Value Disclosures [Abstract]
Class of warrant or right,redemption price per share	$ 18

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities that Were Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member]	Jun. 30, 2021USD ($)
Assets, Fair Value Disclosure [Abstract]
Total Assets	$ 225,000,944
Liabilities, Fair Value Disclosure [Abstract]
Total Liabilities	10,830,795
Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	6,844,500
Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	3,986,295
Marketable securities held in Trust Account [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities held in Trust Account	225,000,944
Quoted Prices In Active Markets (Level 1) [Member]
Assets, Fair Value Disclosure [Abstract]
Total Assets	225,000,944
Liabilities, Fair Value Disclosure [Abstract]
Total Liabilities	0
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	0
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	0
Quoted Prices In Active Markets (Level 1) [Member] | Marketable securities held in Trust Account [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities held in Trust Account	225,000,944
Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure [Abstract]
Total Assets	0
Liabilities, Fair Value Disclosure [Abstract]
Total Liabilities	0
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	0
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	0
Significant Other Observable Inputs (Level 2) [Member] | Marketable securities held in Trust Account [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities held in Trust Account	0
Significant Other Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure [Abstract]
Total Assets	0
Liabilities, Fair Value Disclosure [Abstract]
Total Liabilities	10,830,795
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	6,844,500
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	3,986,295
Significant Other Unobservable Inputs (Level 3) [Member] | Marketable securities held in Trust Account [Member]
Assets, Fair Value Disclosure [Abstract]
Marketable securities held in Trust Account	$ 0

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Key Inputs into the BSM Model for the Warrant Liability (Detail)	Jun. 30, 2021yr	May 28, 2021yr
Expected term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant Liability, Measurement Input	5.96	6
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant Liability, Measurement Input	10	10
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant Liability, Measurement Input	1.03	1.02
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant Liability, Measurement Input	0	0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Changes in the Fair Value of the Warrant Liability (Detail) - Fair Value, Inputs, Level 3 [Member]	5 Months Ended
	Jun. 30, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 28, 2021 (inception)	$ 0
Initial fair value of warrant liability upon issuance at IPO	10,685,261
Change in fair value	145,534
Fair value as of June 30, 2021	$ 10,830,795

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - USD ($)	Jul. 01, 2021	May 28, 2021	May 25, 2021	Jan. 29, 2021	Mar. 31, 2021	Mar. 31, 2021	Jun. 30, 2021
Stockholders Equity [Line Items]
Preferred stock shares authorized							1,000,000
Preferred stock par or stated value per share							$ 0.0001
Preferred stock shares issued							0
Preferred stock shares outstanding							0
Stock issued during period, value, issued for services						$ 25,000
Stock-based compensation expense							$ 29,750
Percentage of common stock shareholding							20.00%
Founder Shares [Member] | Subsequent Event [Member]
Stockholders Equity [Line Items]
Underwriters over-allotment	843,750
Sponsor [Member]
Stockholders Equity [Line Items]
Number of Shares Available for Grant							200,000
Common Class A [Member]
Stockholders Equity [Line Items]
Common stock shares authorized							100,000,000
Common stock par or stated value per share							$ 0.0001
Common stock shares issued							2,238,212
Common stock shares outstanding							2,238,212
Common stock shares subject to possible redemption							20,261,788
Common Class B [Member]
Stockholders Equity [Line Items]
Common stock shares authorized							10,000,000
Common stock par or stated value per share							$ 0.0001
Common stock shares issued							6,468,750
Common stock shares outstanding			6,468,750				6,468,750
Common stock dividends, shares					1,437,500
Common stock shares surrendered			718,750
Common Class B [Member] | Founder Shares [Member]
Stockholders Equity [Line Items]
Common stock shares outstanding					7,187,500	7,187,500
Common stock shares subject to forfeiture			843,750
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Stockholders Equity [Line Items]
Stock issued during period, value, issued for services		$ 25,000		$ 25,000
Stock issued during period shares				5,750,000

Stockholder's Equity - Summary

Stockholder's Equity - Summary of Option Pricing Model (Detail)	5 Months Ended
	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	1.05%
Expected term (years)	6 years
Expected volatility	15.50%
Expected dividends	0.00%