B Riley Principal 250 Merger (BRIV) 10-Q 22 Nov 21 2021 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Document Information Line Items
Entity Registrant Name	B. Riley Principal 250 Merger Corp.
Trading Symbol	BRIV
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001844211
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Entity File Number	001-40389
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1635003
Entity Address, Address Line One	299 Park Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10171
City Area Code	(212)
Local Phone Number	457-3300
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Document Transition Report	false
Class B common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,312,500
Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		17,850,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,140,264	$ 25,000
Prepaid expenses	690,080
Total current assets	1,830,344	25,000
Cash held in Trust Account	172,503,890
Total assets	174,334,234	25,000
Current liabilities:
Accounts payable and accrued expenses	149,868	450
Due to related party	20,198	998
Total current liabilities	170,066	1,448
Warrant liability	4,168,425
Total liabilities	4,338,491	1,448
Commitments
Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.00 per share)	172,500,000
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 600,000 shares issued and outstanding as of September 30, 2021 and none issued and outstanding as of December 31, 2020 (excluding 17,250,000 subject to redemption)	60
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	431	431
Additional paid-in capital		24,569
Accumulated deficit	(2,504,748)	(1,448)
Total stockholders’ equity (deficit)	(2,504,257)	23,552
Total liabilities and stockholders’ equity (deficit)	$ 174,334,234	$ 25,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common stock subject to possible redemption	17,250,000
Common stock subject to possible redemption per share (in Dollars per share)	$ 10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	600,000
Common stock, shares outstanding	600,000
Class B common stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Operating costs	$ 215,082	$ 997	$ 472	$ 342,171
Loss from operations	(215,082)	(997)	(472)	(342,171)
Other income (expense):
Interest income	2,219			3,890
Warrant issue costs				(124,789)
Change in fair value of warrants	2,521,075			1,371,075
Other income (expense):	2,523,294			1,250,176
Net income (loss)	$ 2,308,212	$ (997)	$ (472)	$ 908,005
Class A Common Stock
Net income (loss) per common share:
Net income (loss) per ordinary share - basic and diluted (in Dollars per share)	$ 0.1			$ 0.07
Class B Common Stock
Net income (loss) per common share:
Net income (loss) per ordinary share - basic and diluted (in Dollars per share)	$ 0.1	$ 0	$ 0	$ 0.07

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Class ACommon Stock	Class BCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jun. 18, 2020		$ 431	$ 24,569		$ 25,000
Balance (in Shares) at Jun. 18, 2020		4,312,500
Net income (loss)				(997)	(997)
Balance at Sep. 30, 2020		$ 431	24,569	(472)	24,528
Balance (in Shares) at Sep. 30, 2020		4,312,500
Balance at Jun. 30, 2020		$ 431	24,569		25,000
Balance (in Shares) at Jun. 30, 2020		4,312,500
Net income (loss)				(472)	(472)
Balance at Sep. 30, 2020		$ 431	24,569	(472)	24,528
Balance (in Shares) at Sep. 30, 2020		4,312,500
Balance at Sep. 30, 2020		$ 431	24,569	(997)	24,003
Balance at Sep. 30, 2020 (in Shares)		4,312,500
Balance at Dec. 31, 2020		$ 431	24,569	(1,448)	23,552
Balance (in Shares) at Dec. 31, 2020		4,312,500
Balance at Jun. 30, 2021	$ 60	$ 431		(4,812,960)	(4,812,469)
Balance (in Shares) at Jun. 30, 2021	600,000	4,312,500
Balance at Dec. 31, 2020		$ 431	24,569	(1,448)	23,552
Balance (in Shares) at Dec. 31, 2020		4,312,500
Sale of 555,000,000 Private Placement Units on May 11, 2021	$ 56		$ 5,372,344		$ 5,372,400
Sale of 555,000,000 Private Placement Units on May 11, 2021 (in Shares)	555,000
Sale of 45,000 Private Placement Units on June 14, 2021 (in Shares)	4		435,596		435,600
Sale of 45,000 Private Placement Units on June 14, 2021 (in Shares)	45,000
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital			$ (5,832,509)		$ (5,832,509)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit				(3,411,305)	(3,411,305)
Net income (loss)				908,005	908,005
Balance at Sep. 30, 2021	$ 60	$ 431		(2,504,748)	(2,504,257)
Balance (in Shares) at Sep. 30, 2021	600,000	4,312,500
Balance at Jun. 30, 2021	$ 60	$ 431		(4,812,960)	(4,812,469)
Balance (in Shares) at Jun. 30, 2021	600,000	4,312,500
Net income (loss)				2,308,212	2,308,212
Balance at Sep. 30, 2021	$ 60	$ 431		$ (2,504,748)	$ (2,504,257)
Balance (in Shares) at Sep. 30, 2021	600,000	4,312,500

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)	Sep. 30, 2021shares
Warrant [Member]
Sale of private placement units	45,000
Private Placement [Member]
Sale of private placement units	555,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ (997)	$ 908,005
Interest earned on investments held in Trust Account		(3,890)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Warrant issue costs		124,789
Unrealized gain on change in fair value of warrants		(1,371,075)
Increase in prepaid expenses		(690,080)
Increase in accounts payable and accrued expenses		149,418
Increase in due to related party	997	19,200
Net cash used in operating activities		(863,633)
Cash flows from investing activities:
Proceeds deposited in Trust Account		(172,500,000)
Net cash used in investing activities		(172,500,000)
Cash flows from financing activities:
Proceeds from note payable - related party		100,000
Repayment of note payable - related party		(100,000)
Proceeds from issuance of Class A common stock		172,500,000
Proceeds from issuance of private placement units		6,000,000
Payment of underwriting discounts		(3,450,000)
Payment of offering expenses		(571,103)
Net cash provided by financing activities		174,478,897
Increase in cash		1,115,264
Cash, beginning of period		25,000
Cash, end of period		1,140,264
Supplemental disclosures:
Interest paid
Taxes paid
Supplemental disclosure of noncash investing and financing activities:
Initial value of Class A common stock subject to possible redemption		172,500,000
Initial classification of warrant liability		$ 5,539,500

Organization and Nature of Busi

Organization and Nature of Business Operations	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS	NOTE 1—ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal 250 Merger Corp. (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 19, 2020. 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 Our Business Startups Act of 2012 (the “JOBS Act”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Initial Business Combination”). As of September 30, 2021, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering described below. The Company has selected December 31st as its fiscal year end. Public Offering The Company completed the sale of 15,000,000 units (the “Units”) at an offering price of $10.00 per Unit in the Public Offering on May 11, 2021. B. Riley Principal 250 Sponsor Co. LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 555,000 Units at a price of $10.00 per Unit (the “Private Placement Units”) in a private placement that closed on May 11, 2021 simultaneously with the Public Offering. The sale of the 15,000,000 Units in the Public Offering (the “Public Units”) generated gross proceeds of $150,000,000, less underwriting commissions of $3,000,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $571,103. The Private Placement Units generated $5,550,000 of gross proceeds. The Company has granted the underwriters a 45-day option from the date of the prospectus, May 7, 2021, to purchase additional units. On June 14, 2021, the underwriters exercised the over-allotment in full and purchased an additional 2,250,000 Units (the Over-Allotment Units), generating gross proceeds of $22,500,000, less underwriting commissions of $450,000 (2% of the gross proceeds of the Over-Allotment Units. On June 14, 2021, simultaneously with consummation of the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 45,000 Private Placement Units to the Sponsor, generating gross proceeds of $450,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “public share”), and one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, with respect to the warrants underlying the Private Placement Units, the “Private Placement Warrants” and, collectively, the “Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share. Sponsor and Note Payable - Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The notes payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $100,000 on the date of the Public Offering. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid using proceeds from the Public Offering and the Private Placement. The Trust Account Upon completion of the Public Offering and the underwriters exercise of the over-allotment in full, $172,250,000 of proceeds were held in the Company’s trust account at Bank of America, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account, which was $1,140,264 on September 30, 2021. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. 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 Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). 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 provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. 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 case, 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 in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its 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. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest but less taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will enter into a letter agreement with the Company, pursuant to which they will agree to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining 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 preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. Risks and Uncertainties Management continues to evaluate the impact of the Covid-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

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 financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 financial statement 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. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 10, 2021, as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with the SEC on May 18, 2021. Earnings Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and Public warrants to purchase 5,950,000 shares of common stock at $11.50 per share were issued on May 11, 2021 in connection with the IPO and exercise of overallotment on June 14, 2021. As of September 30, 2021, no warrants have been exercised. The 5,950,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common share is the same as basic earnings per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share for each class of common stock: Three Nine Months Ended Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income attributable to redeemable common stock $ 1,796,578 $ 596,067 Basic and diluted weighted average shares of redeemable common stock 17,250,000 8,692,308 Basic and diluted earnings per share of redeemable common stock $ 0.10 $ 0.07 Non-redeemable common stock Net income attributable to non-redeemable common stock $ 511,634 $ 311,938 Basic and diluted weighted average shares of non-redeemable common stock 4,912,500 4,548,929 Basic and diluted earnings per share of non-redeemable common stock $ 0.10 $ 0.07 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. 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. Income Taxes Prior to the change in ownership on May 11, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on May 11, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning May 11, 2021, the Company files separate corporate federal and state and local income tax returns. Any differences between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. 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 interest expense and penalties related to income tax matters as of September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. As of September 30, 2021, there were 5,950,000 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 200,000 Private Placement Warrants). Common Stock Subject to Possible Redemption All of the 17,250,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 3 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company for the quarter ended September 30, 2021, the management of the Company re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the public shares, issued as part of the units sold in the Company’s Public Offering on May 11, 2021. Historically, a portion of the public shares was classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the public shares include certain provisions that require classification of all of the public shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. The Company concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of May 11, 2021 as previously reported in its Form 8-K and unaudited balance sheet as of June 30, 2021 as previously reported in its Form 10-Q for the period ended June 30, 2021. The following tables summarize the effect of the restatement on each balance sheet as follows: Balance Sheet as of May 11, 2021 (per Form 8-K Filed on May 18, 2021 ) As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 142,224,770 $ 7,775,230 $ 150,000,000 Class A Common stock, $0.0001 par value $ 133 $ (77 ) $ 56 Additional paid-in capital $ 5,140,013 $ (5,140,013 ) $ - Accumulated deficit $ (140,520 ) $ (2,635,140 ) $ (2,775,660 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (7,775,230 ) $ (2,775,229 ) Balance Sheet as of June 30, 2021 (per Form 10-Q Filed on August 9, 2021) As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 162,687,530 $ 9,812,470 $ 172,500,000 Class A Common stock, $0.0001 par value $ 158 $ (98 ) $ 60 Additional paid-in capital $ 6,401,067 $ (6,401,067 ) $ - Accumulated deficit $ (1,401,655 ) $ (3,411,305 ) $ (4,812,960 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (9,812,470 ) $ (4,812,469 ) Statements of Operations for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable 14,626,145 (5,988,782 ) 8,637,363 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.11 ) $ (0.11 ) Basic and diluted weighted average shares outstanding, non- 5,065,650 (650,458 ) 4,415,192 Basic and diluted loss per share, non-redeemable common stock $ (0.28 ) $ 0.17 $ (0.11 ) Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 15,000,000 Units on May 11, 2021 through IPO $ 145,351,500 $ (145,351,500 ) $ - Sale of 555,000 Private Placement Units on May 11, 2021 $ 5,372,456 $ (56 ) $ 5,372,400 Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment $ 21,801,000 $ (21,801,000 ) $ - Sale of 45,000 Private Placement Units on June 14, 2021 $ 435,544 $ 56 $ 435,600 Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (571,103 ) $ 571,103 $ - Reclassification of offering costs related to warrants $ 124,789 $ (124,789 ) $ - Initial value of Class A common stock subject to redemption $ (163,932,200 ) $ 163,932,200 $ - Change in Class A common stock subject to redemption $ 1,244,670 $ (1,244,670 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,832,509 ) $ (5,832,509 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,411,305 ) $ (3,411,305 ) Statements of Operations for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 14,626,145 (10,283,604 ) 4,342,541 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.16 ) $ (0.16 ) Basic and diluted weighted average shares outstanding, non- 4,691,155 (327,025 ) 4,364,130 Basic and diluted loss per share, non-redeemable common stock $ (0.30 ) $ 0.14 $ (0.16 ) Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 15,000,000 Units on May 11, 2021 through IPO $ 145,351,500 $ (145,351,500 ) $ - Sale of 555,000 Private Placement Units on May 11, 2021 $ 5,372,456 $ (56 ) $ 5,372,400 Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment $ 21,801,000 $ (21,801,000 ) $ - Sale of 45,000 Private Placement Units on June 14, 2021 $ 435,544 $ 56 $ 435,600 Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (571,103 ) $ 571,103 $ - Reclassification of offering costs related to warrants $ 124,789 $ (124,789 ) $ - Initial value of Class A common stock subject to redemption $ (163,932,200 ) $ 163,932,200 $ - Change in Class A common stock subject to redemption $ 1,244,670 $ (1,244,670 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,832,509 ) $ (5,832,509 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,411,305 ) $ (3,411,305 ) Statements of Cash Flows for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Initial value of Class A common stock subject to redemption $ 163,932,200 $ 8,567,800 $ 172,500,000

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On June 22, 2020, 7,187,500 shares of our Class B common stock were issued to B. Riley Principal Investments, LLC (the “Founder Shares”). All of the Founder Shares were contributed to the Sponsor in June 2020. Subsequently, on April 19, 2021, the Sponsor surrendered 2,875,000 Founder Shares to the Company for no consideration, resulting in the Sponsor owning 4,312,500 Founder Shares (Note 6). As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering, the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below, and the holders of the Founder Shares, as described in more detail below, have agreed to certain restrictions and will have certain registration rights with respect thereto. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of common stock upon completion of the Public Offering excluding the shares underlying the Private Placement Units. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Administrative Fees Commencing on May 11, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. As of September 30, 2021, amounts due to related party includes $18,750 for administrative fees payable to the Sponsor. Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (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. These holders are also entitled to certain piggyback registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Note Payable — Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of this offering. The notes payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $100,000 on the date of the Public Offering. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid using proceeds from the Public Offering and the Private Placement.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
RECURRING FAIR VALUE MEASUREMENTS	NOTE 5 — RECURRING FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 Company’s warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Quoted Significant Significant Prices In Other Other Active Observable Observable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 172,503,890 $ 172,503,890 $ — $ — $ 172,503,890 $ 172,503,890 — — Liabilities: Public Warrants $ 4,024,425 $ 4,024,425 $ — $ — Private Placement Warrants 144,000 — — 144,000 Warrant Liability $ 4,168,425 $ 4,024,425 $ — $ 144,000 The changes in Level 3 fair value hierarchy during the three and nine months ended September 30, 2021 included the initial measurement value of the public warrants of $5,347,500 which transferred from the Level 3 fair value hierarchy to Level 1 fair value hierarchy in June 2021 when the warrant started trading on a national market exchange. Warrants The Company’s warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Initial Measurement The Company established the initial fair value for the Warrants on May 11, 2021, the date of the Company’s Initial Public Offering, and on June 14, 2021, the date of the sale of the Over-Allotment Units, using a Monte Carlo simulation model for the Public Warrants, and the Black-Sholes Model for Private Placement Warrants based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model and Black-Scholes Model were as follows at initial measurement: Input Public Private Risk-free interest rate 1.10 % 1.10 % Expected term (years) 6.25 6.25 Expected volatility 14.0 % 14.0 % Exercise price $ 11.50 $ 11.50 Subsequent Measurement As of September 30, 2021, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants: Input Private Risk-free interest rate 1.10 % Expected term (years) 5.8 Expected volatility 12.2 % Exercise price $ 11.50

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. 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. Upon completion of the underwriters exercise of the overallotment on June 14, 2021, there were 17,850,000 shares of Class A common stock (consisting of 17,250,000 Class A shares issued to public shareholders and 600,000 shares issued in the private placement in connection with the Public Offering). On April 19, 2021, the Sponsor returned 2,875,000 shares of Class B common stock to the Company for cancellation, resulting in a total of 4,312,500 Founder Shares of Class B common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Public Offering; 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 (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree 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 for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination 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 the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock 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 elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except 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 (the “30-day redemption period”); and ● if, and only if, the 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock 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 of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through November 22, 2021, the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 financial statement 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. The Company’s unaudited condensed interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 10, 2021, as well as the Company’s audited balance sheet statement and notes thereto included in the Company’s Form 8-K filed with the SEC on May 18, 2021.
Earnings Per Common Share	Earnings Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and Public warrants to purchase 5,950,000 shares of common stock at $11.50 per share were issued on May 11, 2021 in connection with the IPO and exercise of overallotment on June 14, 2021. As of September 30, 2021, no warrants have been exercised. The 5,950,000 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common share is the same as basic earnings per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share for each class of common stock: Three Nine Months Ended Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income attributable to redeemable common stock $ 1,796,578 $ 596,067 Basic and diluted weighted average shares of redeemable common stock 17,250,000 8,692,308 Basic and diluted earnings per share of redeemable common stock $ 0.10 $ 0.07 Non-redeemable common stock Net income attributable to non-redeemable common stock $ 511,634 $ 311,938 Basic and diluted weighted average shares of non-redeemable common stock 4,912,500 4,548,929 Basic and diluted earnings per share of non-redeemable common stock $ 0.10 $ 0.07
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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.
Income Taxes	Income Taxes Prior to the change in ownership on May 11, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on May 11, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning May 11, 2021, the Company files separate corporate federal and state and local income tax returns. Any differences between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city 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.
Unrecognized Tax Benefits	Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. 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 interest expense and penalties related to income tax matters as of September 30, 2021. The Company is subject to income tax examinations by major taxing authorities since inception.
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. As of September 30, 2021, there were 5,950,000 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 200,000 Private Placement Warrants).
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption All of the 17,250,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at September 30, 2021, since all the shares of Class A common stock can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99, all shares of Class A common stock subject to redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per common share	Three Nine Months Ended Months Ended September 30, September 30, 2021 2021 Redeemable common stock Net income attributable to redeemable common stock $ 1,796,578 $ 596,067 Basic and diluted weighted average shares of redeemable common stock 17,250,000 8,692,308 Basic and diluted earnings per share of redeemable common stock $ 0.10 $ 0.07 Non-redeemable common stock Net income attributable to non-redeemable common stock $ 511,634 $ 311,938 Basic and diluted weighted average shares of non-redeemable common stock 4,912,500 4,548,929 Basic and diluted earnings per share of non-redeemable common stock $ 0.10 $ 0.07

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]
Schedule of balance sheet	Balance Sheet as of May 11, 2021 (per Form 8-K Filed on May 18, 2021 ) As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 142,224,770 $ 7,775,230 $ 150,000,000 Class A Common stock, $0.0001 par value $ 133 $ (77 ) $ 56 Additional paid-in capital $ 5,140,013 $ (5,140,013 ) $ - Accumulated deficit $ (140,520 ) $ (2,635,140 ) $ (2,775,660 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (7,775,230 ) $ (2,775,229 ) Balance Sheet as of June 30, 2021 (per Form 10-Q Filed on August 9, 2021) As Reported Adjustment As Restated Class A Common stock subject to possible redemption $ 162,687,530 $ 9,812,470 $ 172,500,000 Class A Common stock, $0.0001 par value $ 158 $ (98 ) $ 60 Additional paid-in capital $ 6,401,067 $ (6,401,067 ) $ - Accumulated deficit $ (1,401,655 ) $ (3,411,305 ) $ (4,812,960 ) Total stockholders’ equity (deficit) $ 5,000,001 $ (9,812,470 ) $ (4,812,469 )
Schedule of statement of operations	Statements of Operations for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable 14,626,145 (5,988,782 ) 8,637,363 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.11 ) $ (0.11 ) Basic and diluted weighted average shares outstanding, non- 5,065,650 (650,458 ) 4,415,192 Basic and diluted loss per share, non-redeemable common stock $ (0.28 ) $ 0.17 $ (0.11 ) Statements of Operations for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Basic and diluted weighted average shares outstanding, redeemable common stock 14,626,145 (10,283,604 ) 4,342,541 Basic and diluted loss per share, redeemable common stock $ 0.00 $ (0.16 ) $ (0.16 ) Basic and diluted weighted average shares outstanding, non- 4,691,155 (327,025 ) 4,364,130 Basic and diluted loss per share, non-redeemable common stock $ (0.30 ) $ 0.14 $ (0.16 )
Schedule of statement of changes in stockholders’ equity	Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 15,000,000 Units on May 11, 2021 through IPO $ 145,351,500 $ (145,351,500 ) $ - Sale of 555,000 Private Placement Units on May 11, 2021 $ 5,372,456 $ (56 ) $ 5,372,400 Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment $ 21,801,000 $ (21,801,000 ) $ - Sale of 45,000 Private Placement Units on June 14, 2021 $ 435,544 $ 56 $ 435,600 Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (571,103 ) $ 571,103 $ - Reclassification of offering costs related to warrants $ 124,789 $ (124,789 ) $ - Initial value of Class A common stock subject to redemption $ (163,932,200 ) $ 163,932,200 $ - Change in Class A common stock subject to redemption $ 1,244,670 $ (1,244,670 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,832,509 ) $ (5,832,509 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,411,305 ) $ (3,411,305 ) Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Sale of 15,000,000 Units on May 11, 2021 through IPO $ 145,351,500 $ (145,351,500 ) $ - Sale of 555,000 Private Placement Units on May 11, 2021 $ 5,372,456 $ (56 ) $ 5,372,400 Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment $ 21,801,000 $ (21,801,000 ) $ - Sale of 45,000 Private Placement Units on June 14, 2021 $ 435,544 $ 56 $ 435,600 Underwriting fee $ (3,450,000 ) $ 3,450,000 $ - Offering costs charged to stockholders' equity $ (571,103 ) $ 571,103 $ - Reclassification of offering costs related to warrants $ 124,789 $ (124,789 ) $ - Initial value of Class A common stock subject to redemption $ (163,932,200 ) $ 163,932,200 $ - Change in Class A common stock subject to redemption $ 1,244,670 $ (1,244,670 ) $ - Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ - $ (5,832,509 ) $ (5,832,509 ) Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit $ - $ (3,411,305 ) $ (3,411,305 )
Schedule of statement of cash flow	Statements of Cash Flows for the Six Months Ended June 30, 2021 As Reported Adjustment As Restated Initial value of Class A common stock subject to redemption $ 163,932,200 $ 8,567,800 $ 172,500,000

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	Quoted Significant Significant Prices In Other Other Active Observable Observable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 172,503,890 $ 172,503,890 $ — $ — $ 172,503,890 $ 172,503,890 — — Liabilities: Public Warrants $ 4,024,425 $ 4,024,425 $ — $ — Private Placement Warrants 144,000 — — 144,000 Warrant Liability $ 4,168,425 $ 4,024,425 $ — $ 144,000
Schedule of fair value of initial measurement	Input Public Private Risk-free interest rate 1.10 % 1.10 % Expected term (years) 6.25 6.25 Expected volatility 14.0 % 14.0 % Exercise price $ 11.50 $ 11.50 Input Private Risk-free interest rate 1.10 % Expected term (years) 5.8 Expected volatility 12.2 % Exercise price $ 11.50

Organization and Nature of Bu_2

Organization and Nature of Business Operations (Details) - USD ($)	Jun. 14, 2021	May 11, 2021	Sep. 30, 2021	May 17, 2021
Organization and Nature of Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 11.5
Gross proceeds	$ 22,500,000
Percentage of gross proceeds			3.50%
Borrow amount			$ 300,000
Note payable related party			100,000
Related party repaid				$ 100,000
Proceeds from public offering			172,250,000
Trust account			$ 172,503,890
Redemption, percentage			100.00%
Dissolution expenses			$ 100,000
Trust account, percentage			80.00%
Business combination net tangible assets			$ 5,000,001
Taxes payable			$ 100,000
Public Offering [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)		15,000,000
Price per share (in Dollars per share)		$ 10
Sale if stock units (in Shares)		15,000,000
Underwriting commissions		$ 3,000,000
Percentage of gross proceeds		2.00%
Other offering costs		$ 571,103
Public share par value (in Dollars per share)			$ 0.0001
Private Placement [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Shares sold (in Shares)	45,000	555,000
Price per share (in Dollars per share)		$ 10
Gross proceeds	$ 450,000	$ 5,550,000
Trust account			$ 1,140,264
Public Units [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Gross proceeds		$ 150,000,000
Over-Allotment Option [Member]
Organization and Nature of Business Operations (Details) [Line Items]
Underwriting commissions	$ 450,000
Percentage of gross proceeds	2.00%
Additional purchased shares (in Shares)	2,250,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	May 11, 2021	Sep. 30, 2021	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant purchase	$ 5,950,000
Warrant price	$ 11.5
Warrants outstanding		5,950,000	5,950,000
Federal depository insurance coverage		$ 250,000	$ 250,000
Income Taxes [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Unrecognized tax benefits		0	0
Accrued for interest and penalties		0	0
Unrecognized Tax Benefits [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Unrecognized tax benefits		0	0
Accrued for interest and penalties		$ 0	$ 0
Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants			5,950,000
Public Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants			5,750,000
Private Placement Warrants [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Issuance of warrants			200,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Public offering sold			17,250,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Redeemable common stock
Net income attributable to redeemable common stock	$ 1,796,578	$ 596,067
Basic and diluted weighted average shares of redeemable common stock	17,250,000	8,692,308
Basic and diluted earnings per share of redeemable common stock	$ 0.1	$ 0.07
Non-redeemable common stock
Net income attributable to non-redeemable common stock	$ 511,634	$ 311,938
Basic and diluted weighted average shares of non-redeemable common stock	4,912,500	4,548,929
Basic and diluted earnings per share of non-redeemable common stock	$ 0.1	$ 0.07

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
Condensed Financial Information Disclosure [Abstract]
Stockholders’ equity	$ 5,000,000
Net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details) - Schedule of balance sheet - USD ($)	Jun. 30, 2021	May 11, 2021
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	$ 162,687,530	$ 142,224,770
Class A Common stock, $0.0001 par value	158	133
Additional paid-in capital	6,401,067	5,140,013
Accumulated deficit	(1,401,655)	(140,520)
Total stockholders’ equity (deficit)	5,000,001	5,000,001
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	9,812,470	7,775,230
Class A Common stock, $0.0001 par value	(98)	(77)
Additional paid-in capital	(6,401,067)	(5,140,013)
Accumulated deficit	(3,411,305)	(2,635,140)
Total stockholders’ equity (deficit)	(9,812,470)	(7,775,230)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Class A Common stock subject to possible redemption	172,500,000	150,000,000
Class A Common stock, $0.0001 par value	60	56
Additional paid-in capital
Accumulated deficit	(4,812,960)	(2,775,660)
Total stockholders’ equity (deficit)	$ (4,812,469)	$ (2,775,229)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of operations - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	14,626,145	14,626,145
Basic and diluted loss per share, redeemable common stock	$ 0	$ 0
Basic and diluted weighted average shares outstanding, non- redeemable common stock	5,065,650	4,691,155
Basic and diluted loss per share, non-redeemable common stock	$ (0.28)	$ (0.3)
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	(5,988,782)	(10,283,604)
Basic and diluted loss per share, redeemable common stock	$ (0.11)	$ (0.16)
Basic and diluted weighted average shares outstanding, non- redeemable common stock	(650,458)	(327,025)
Basic and diluted loss per share, non-redeemable common stock	$ 0.17	$ 0.14
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Basic and diluted weighted average shares outstanding, redeemable common stock	8,637,363	4,342,541
Basic and diluted loss per share, redeemable common stock	$ (0.11)	$ (0.16)
Basic and diluted weighted average shares outstanding, non- redeemable common stock	4,415,192	4,364,130
Basic and diluted loss per share, non-redeemable common stock	$ (0.11)	$ (0.16)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity	3 Months Ended	6 Months Ended
	Jun. 30, 2021USD ($)	Jun. 30, 2021USD ($)
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 15,000,000 Units on May 11, 2021 through IPO	$ 145,351,500	$ 145,351,500
Sale of 555,000 Private Placement Units on May 11, 2021	5,372,456	5,372,456
Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment	21,801,000	21,801,000
Sale of 45,000 Private Placement Units on June 14, 2021	435,544	435,544
Underwriting fee	(3,450,000)	(3,450,000)
Offering costs charged to stockholders' equity	(571,103)	(571,103)
Reclassification of offering costs related to warrants	124,789	124,789
Initial value of Class A common stock subject to redemption	(163,932,200)	(163,932,200)
Change in Class A common stock subject to redemption	1,244,670	1,244,670
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 15,000,000 Units on May 11, 2021 through IPO	(145,351,500)	(145,351,500)
Sale of 555,000 Private Placement Units on May 11, 2021	(56)	(56)
Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment	(21,801,000)	(21,801,000)
Sale of 45,000 Private Placement Units on June 14, 2021	56	56
Underwriting fee	3,450,000	3,450,000
Offering costs charged to stockholders' equity	571,103	571,103
Reclassification of offering costs related to warrants	(124,789)	(124,789)
Initial value of Class A common stock subject to redemption	163,932,200	163,932,200
Change in Class A common stock subject to redemption	(1,244,670)	(1,244,670)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	(5,832,509)	(5,832,509)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	(3,411,305)	(3,411,305)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity [Line Items]
Sale of 15,000,000 Units on May 11, 2021 through IPO
Sale of 555,000 Private Placement Units on May 11, 2021	5,372,400	5,372,400
Sale of 2,250,000 Units on June 14, 2021 through IPO from exercise of overallotment
Sale of 45,000 Private Placement Units on June 14, 2021	435,600	435,600
Underwriting fee
Offering costs charged to stockholders' equity
Reclassification of offering costs related to warrants
Initial value of Class A common stock subject to redemption
Change in Class A common stock subject to redemption
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital	(5,832,509)	(5,832,509)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit	$ (3,411,305)	$ (3,411,305)

Restatement of Previously Iss_7

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
As Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units through IPO	15,000,000	15,000,000
Sale of private placement units	555,000	555,000
Sale of units through IPO from exercise of overallotment	2,250,000	2,250,000
Sale of private placement units	45,000	45,000
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units through IPO	15,000,000	15,000,000
Sale of private placement units	555,000	555,000
Sale of units through IPO from exercise of overallotment	2,250,000	2,250,000
Sale of private placement units	45,000	45,000
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of changes in stockholders’ equity (Parentheticals) [Line Items]
Sale of units through IPO	15,000,000	15,000,000
Sale of private placement units	555,000	555,000
Sale of units through IPO from exercise of overallotment	2,250,000	2,250,000
Sale of private placement units	45,000	45,000

Restatement of Previously Iss_8

Restatement of Previously Issued Financial Statements (Details) - Schedule of statement of cash flow	6 Months Ended
	Jun. 30, 2021USD ($)
As Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to redemption	$ 163,932,200
Adjustment [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to redemption	8,567,800
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Initial value of Class A common stock subject to redemption	$ 172,500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jun. 14, 2021	May 11, 2021	Apr. 19, 2021	Jun. 22, 2020	Sep. 30, 2021	May 17, 2021
Related Party Transactions (Details) [Line Items]
Sale price, per share (in Dollars per share)					$ 11.5
Gross proceeds of public offering, percentage					3.50%
Sponsor fees		$ 3,750
Administrative fees payable					$ 18,750
Formation expenses					300,000
Note payable due to related part					100,000
Founders Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)			4,312,500
Sponsor shares (in Shares)			2,875,000
Formation expenses					300,000
IPO [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Balance of the note payable – related party						$ 100,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Gross proceeds of public offering, percentage	2.00%
Underwriter's amount					$ 6,037,500
Class B Common Stock
Related Party Transactions (Details) [Line Items]
Issuance of shares (in Shares)				7,187,500
Class A Common Stock
Related Party Transactions (Details) [Line Items]
Sale price, per share (in Dollars per share)					$ 12
Minimum [Member] | Founders Shares [Member]
Related Party Transactions (Details) [Line Items]
Trading days					20
Maximum [Member] | Founders Shares [Member]
Related Party Transactions (Details) [Line Items]
Trading days					30
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Percentage of shares outstanding					20.00%

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Level 3 [Member]
Recurring Fair Value Measurements (Details) [Line Items]
Initial measurement value	$ 5,347,500	$ 5,347,500

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of fair value, assets and liabilities measured on recurring basis	Sep. 30, 2021USD ($)
Assets:
Cash held in Trust Account	$ 172,503,890
Total assets	172,503,890
Liabilities:
Public Warrants	4,024,425
Private Placement Warrants	144,000
Warrant Liability	4,168,425
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Cash held in Trust Account	172,503,890
Total assets	172,503,890
Liabilities:
Public Warrants	4,024,425
Private Placement Warrants
Warrant Liability	4,024,425
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash held in Trust Account
Total assets
Liabilities:
Public Warrants
Private Placement Warrants
Warrant Liability
Significant Other Observable Inputs (Level 3) [Member]
Assets:
Cash held in Trust Account
Total assets
Liabilities:
Public Warrants
Private Placement Warrants	144,000
Warrant Liability	$ 144,000

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement - $ / shares	May 11, 2021	Sep. 30, 2021
Public Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate	1.10%
Expected term (years)	6 years 3 months
Expected volatility	14.00%
Exercise price (in Dollars per share)	$ 11.5
Private Warrants [Member]
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurement [Line Items]
Risk-free interest rate	1.10%	1.10%
Expected term (years)	6 years 3 months	5 years 9 months 18 days
Expected volatility	14.00%	12.20%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	1 Months Ended	9 Months Ended
	Apr. 19, 2021	Sep. 30, 2021	Jun. 14, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Consideration shares	2,875,000
Founder shares	4,312,500
Preferred stock, shares authorized		1,000,000		1,000,000
Warrant term		5 years
Equity proceeds		60.00%
Market value per share (in Dollars per share)		$ 9.2
Exercise price adjusted percentage		115.00%
Redemption trigger price per share (in Dollars per share)		$ 18
Higher of market value percentage		180.00%
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Price per warrant (in Dollars per share)		$ 0.01
Private Placement [Member]
Stockholders' Equity (Details) [Line Items]
Shares issued			17,250,000
IPO [Member]
Stockholders' Equity (Details) [Line Items]
Shares issued			600,000
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		100,000,000		100,000,000
Share price per share (in Dollars per share)		$ 18
Effective issue price of less than (in Dollars per share)		$ 9.2
Class A Common Stock [Member] | Over-Allotment Option [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized			17,850,000
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		10,000,000		10,000,000