Armada Acquisition Corp. I (AACI) 10-Q 27 Sep 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	8 Months Ended
	Jun. 30, 2021	Sep. 27, 2021
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--09-30
Entity File Number	001-40742
Entity Registrant Name	Armada Acquisition Corp. I
Entity Central Index Key	0001844817
Entity Tax Identification Number	85-3810850
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2005 Market Street
Entity Address, Address Line Two	Suite 3120
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	1910
City Area Code	(215)
Local Phone Number	543-6886
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		21,834,500
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
Trading Symbol	AACIU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AACI
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	AACIW
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEET	Jun. 30, 2021USD ($)
Assets
Cash	$ 13,746
Due from Sponsor	29,070
Prepaid expenses	8,171
Deferred offering costs	168,285
Total Assets	219,272
Current liabilities:
Accrued offering costs and expenses	62,258
Advances from related parties	132,352
Total current liabilities	194,610
Commitments and Contingencies (Note 6)
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,175,000 shares issued and outstanding	517	[1]
Additional paid-in capital	28,553
Accumulated deficit	(4,408)
Total stockholders’ equity	24,662
Total Liabilities and Stockholders’ Equity	$ 219,272
[1]	Includes up to 675,000

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical)	Jun. 30, 2021$ / sharesshares
Statement of Financial Position [Abstract]
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value | $ / shares	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	5,175,000
Common stock, shares outstanding	5,175,000
Common stock, shares subject to forfeiture	675,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	8 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
Formation cost		$ 1,969	$ 4,408
Net loss		$ (1,969)	$ (4,408)
Basic and diluted weighted average shares outstanding	[1]	4,500,000	4,500,000
Basic and diluted net loss per share		$ 0	$ 0
[1]	Excludes 675,000

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	3 Months Ended	8 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
Shares subject to forfeiture	675,000	675,000

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock [Member]		Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Nov. 05, 2020
Beginning balance, shares at Nov. 05, 2020	[1]
Common Stock issued to Sponsor		$ 431		24,569		25,000
Common Stock issued to Sponsor, shares	[1]	4,312,500
Issuance of Representative shares		$ 25		(25)
Issuance of Representative shares, shares	[1]	250,000
Net loss					(2,439)	(2,439)
Ending balance, value at Mar. 31, 2021		$ 456		24,544	(2,439)	22,561
Ending balance, shares at Mar. 31, 2021	[1]	4,562,500
Beginning balance, value at Nov. 05, 2020
Beginning balance, shares at Nov. 05, 2020	[1]
Net loss						(4,408)
Ending balance, value at Jun. 30, 2021		$ 517		28,553	(4,408)	$ 24,662
Ending balance, shares at Jun. 30, 2021		5,175,000	[1]			5,175,000
Beginning balance, value at Mar. 31, 2021		$ 456		24,544	(2,439)	$ 22,561
Beginning balance, shares at Mar. 31, 2021	[1]	4,562,500
87,500 of Representative shares returned to the Company		$ (9)		9
87,500 of Representative shares returned to the Company, shares		(87,500)	[1]			(87,500)
Common Stock issued to Sponsor		$ 70		4,000		$ 4,070
Common Stock issued to Sponsor, shares		700,000	[1]			700,000
Net loss					(1,969)	$ (1,969)
Ending balance, value at Jun. 30, 2021		$ 517		$ 28,553	$ (4,408)	$ 24,662
Ending balance, shares at Jun. 30, 2021		5,175,000	[1]			5,175,000
[1]	Includes up to 675,000

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Jun. 30, 2021shares
Statement of Stockholders' Equity [Abstract]
Representative shares returned to the Company, shares	87,500
Common Stock issued to Sponsor, shares	700,000
Common stock, shares subject to forfeiture	675,000

UNAUDITED CONDENSED STATEMENT_4

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	8 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (4,408)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid expenses	2,629
Changes in current assets and liabilities:
Accrued expenses	5,400
Prepaid assets	(10,800)
Net cash used in operating activities	(7,179)
Cash Flows from Financing Activities:
Advances from related parties	132,352
Payment of deferred offering costs	(111,427)
Net cash provided by financing activities	20,925
Net change in cash	13,746
Cash, November 5, 2020 (inception)
Cash, end of the period	13,746
Supplemental disclosure of noncash investing and financing activities
Due from Sponsor from sale of common stock to initial stockholders	4,070
Deferred offering costs paid by Sponsor in exchange for common stock	25,000
Accrued deferred offering costs	$ 56,858

Organization, Business Operatio

Organization, Business Operation and Going Concern	8 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operation and Going Concern	Note 1 — Organization, Business Operation and Going Concern Organization and General Armada Acquisition Corp. I (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on November 5, 2020 As of June 30, 2021, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through June 30, 2021 relates to the Company’s formation and preparation for the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected September 30 as its fiscal year end. The Company’s sponsor is Armada Sponsor LLC (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company consummated the IPO of 15,000,000 10.00 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 459,500 10.00 4,595,000 At August 17, 2021 related to the IPO, transaction costs amounted to $ 3,342,968 1,500,000 1,842,968 1,605 1,163,587 Trust Account Following the closing of the IPO on August 17, 2021 after releasing funds to the Company to be held outside of the Trust, $ 150,000,000 10.00 185 100% The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Initial Business Combination The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% 50% In connection with any proposed Business Combination, the Company will either (1) seek stockholders’ approval of the initial Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether the Company will seek stockholders’ approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company will have 15 18 100% 100,000 The Sponsor, officers and directors have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination, (ii) not to redeem any shares in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination, (iii) that the Founder Shares (as defined below) will not participate in any liquidating distributions from the Company’s Trust Account upon winding up if a Business Combination is not consummated. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $ 10.00 Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $ 13,746 24,662 168,285 The Company’s liquidity needs up to June 30, 2021 had been satisfied through advances from related parties to cover certain offering costs and formation expenses of $ 132,352 Subsequent to the period covered by this quarterly report on Form 10-Q (the “Quarterly Report”), the Company consummated its IPO (see Note 3) and sales of the Private Shares (See Note 4). Of the net proceeds from the IPO and the sales of the Private Shares, $ 150,000,000 1,605 1,163,587 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	8 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from November 5, 2020 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through September 30, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on August 24, 2021 and August 16, 2021, respectively. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 statements with the financial statements of another public company which is neither an emerging growth company nor an emerging growth company or which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 13,746 no Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that have been charged to stockholders’ equity upon the completion of the IPO. Allocation of Proceeds FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants, if any, and then common stock. Any amount paid to investors represents a reduction in the proceeds to be allocated. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 675,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from November 5, 2020 (inception) through June 30, 2021. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Stock Based Compensation On June 16, 2021, the Sponsor transferred 50,000 35,000 three 509,552 no

IPO

IPO	8 Months Ended
	Jun. 30, 2021
Ipo
IPO	Note 3 — IPO On August 17, 2021, the Company consummated its IPO of 15,000,000 10.00 Each Unit consists of one share of common stock and one-half of one redeemable warrant 11.50 The warrants will become exercisable 30 five years Following the closing of the IPO and settlement of funds on August 17, 2021, $150,000,000 10.00 185

Private Placement

Private Placement	8 Months Ended
	Jun. 30, 2021
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 459,500 10.00 4,595,000

Related Party Transactions

Related Party Transactions	8 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 3, 2021, a related party to the Sponsor paid $ 25,000 0.006 4,312,500 0.0001 700,000 0.006 50,000 35,000 three 675,000 The Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earliest of (A) 180 Additionally, upon consummation of the IPO, the Sponsor sold membership interests in the Sponsor to 10 9.9% 131,250 1,312,500 10 0.006 424,491 3.23 Representative’s Common Stock On February 8, 2021, EarlyBirdCapital, Inc. (“EBC”) and Northland Securities, Inc. (“Northland”) purchased 162,500 87,500 0.0001 25.00 87,500 The representative shares are identical to the public shares included in the Units that were sold in the IPO, except that the representative shares are subject to certain transfer restrictions, as described in more detail below. The holders of the representative shares have agreed not to transfer, assign or sell any such shares until 30 Promissory Note—Related Party On February 3, 2021, the Sponsor agreed to loan the Company up to $ 300,000 October 31, 2021 132,352 Due from Sponsor As of June 30, 2021, the Company was due from the Sponsor $ 29,070 Working Capital Loans In order to meet the Company’s working capital needs following the consummation of the IPO, the Sponsor, officers, directors or their affiliates may, but are not obligated to, loan the Company funds (“Working Capital Loans”), from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be non-interest bearing and be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at holder’s discretion, up to $ 1,500,000 10.00 Administrative Service Fee Commencing on the Effective Date, the Company will pay the Sponsor $ 10,000

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Shares and any shares the Company’s Sponsor, officers, directors or their affiliates may issue in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement signed on the Effective Date. The holders of a majority of these securities (other than the holders of the representative shares) are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Shares and shares issued to the Company’s Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 2,250,000 The underwriters were paid a cash underwriting discount of 1.0% $1,500,000 225,000 Financial Advisory Fee The Company has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it will receive an advisory fee equal to one ( 1.0 1,500,000 1,725,000 1,500,000 2.25% 3,375,000 3,881,250 Business Combination Marketing Agreement The Company will engage the representative of the underwriter as an advisor in connection with the initial Business Combination to assist in holding meetings with the Company’s stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 2.25% 3,375,000 3,881,250 2,500,000 1.0% 60 Right of First Refusal If the Company determines to pursue any equity, equity-linked, debt or mezzanine financing relating to or in connection with an initial Business Combination, then Northland shall have the right, but not the obligation, to act as book running manager, placement agent and/or arranger, as the case may be, in any and all such financing or financings. This right of first refusal extends from the date of the IPO until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account if the Company fails to consummate a Business Combination during the required time period.

Stockholders_ Equity

Stockholders’ Equity	8 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Preferred stock 1,000,000 0.0001 no Common stock 100,000,000 0.0001 5,175,000 25,000 0.006 4,312,500 162,500 87,500 0.0001 25.00 On May 29, 2021, Northland returned 87,500 700,000 0.006 5,012,500 50,000 35,000 three 675,000 Common stockholders of record are entitled to one vote for each share Warrants 11.50 30 90 5 The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 • at any time after the warrants become exercisable, • upon not less than 30 • if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 20 30 • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 60% 9.20 115%

Subsequent Events

Subsequent Events	8 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. The Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in these unaudited condensed financial statements. On July 23, 2021, the Sponsor purchased an additional 1,200,000 0.006 6,007,500 205,000 1,125,000 On August 17, 2021, the Company commenced the IPO of 15,000,000 10.00 459,500 10.00 4,595,000 After the close of the IPO, paying offering costs and having excess funds released from the trust account, on August 18, 2021, the Company had $ 1,163,587

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	8 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period from November 5, 2020 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through September 30, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on August 24, 2021 and August 16, 2021, respectively.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 statements with the financial statements of another public company which is neither an emerging growth company nor an emerging growth company or which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 13,746 no
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that have been charged to stockholders’ equity upon the completion of the IPO.
Allocation of Proceeds	Allocation of Proceeds FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants, if any, and then common stock. Any amount paid to investors represents a reduction in the proceeds to be allocated.
Net Loss Per Share	Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 675,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from November 5, 2020 (inception) through June 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Stock Based Compensation	Stock Based Compensation On June 16, 2021, the Sponsor transferred 50,000 35,000 three 509,552 no

Organization, Business Operat_2

Organization, Business Operation and Going Concern (Details Narrative) - USD ($)	Aug. 17, 2021	Jun. 30, 2021	Jun. 30, 2021	Aug. 18, 2021
Date of incorporation			Nov. 5, 2020
Number of shares issued		700,000
Cash		$ 13,746	$ 13,746
Working capital deficit		24,662	24,662
Deferred Offering Costs		168,285	168,285
Advances from related parties		$ 132,352	$ 132,352
Subsequent Event [Member]
Transaction costs	$ 3,342,968
Underwriting commissions	1,500,000
Other offering costs	1,842,968
Cash held outside of Trust Account	1,605
Cash				$ 1,163,587
Proceeds held in trust account	$ 150,000,000
Trust assets value per unit	$ 10
Maturity period of government securities	185 days
Redemption percentage of outstanding shares	100.00%
Percentage of trust assets for acquisition	80.00%
Percentage of ownership for acquisition	50.00%
Net tangible assets for acquisition	$ 5,000,001
Period from IPO closing to complete acquisition	15 months
Extended period from IPO closing to complete acquisition	18 months
Percentage of public shares to be redeemed	100.00%
Interest amount to pay dissolution expenses	$ 100,000
Minimum trust proceeds per share	$ 10
Subsequent Event [Member] | IPO [Member] | Units [Member]
Number of shares issued	15,000,000
Price per share	$ 10
Subsequent Event [Member] | Private Placement [Member] | Private Shares [Member]
Number of shares issued	459,500
Price per share	$ 10
Aggregate purchase price	$ 4,595,000

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative)	Jun. 16, 2021Directorshares	Jun. 30, 2021USD ($)shares
Cash | $		$ 13,746
Cash equivalents | $		$ 0
Shares subject to forfeiture | shares		675,000
Fair value of converted shares | $		$ 509,552
Compensation expense | $		$ 0
Chief Executive Officer [Member]
Shares of common stock transferred | shares	50,000
President [Member]
Shares of common stock transferred | shares	50,000
Director [Member]
Shares of common stock transferred | shares	35,000
Number of independent directors | Director	3

IPO (Details Narrative)

IPO (Details Narrative) - USD ($)	Aug. 17, 2021	Jun. 30, 2021	Jun. 30, 2021
Class of Stock [Line Items]
Number of shares issued		700,000
Warrant exercise price		$ 11.50	$ 11.50
Warrant exercisable period after business combination			30 days
Subsequent Event [Member]
Class of Stock [Line Items]
Proceeds held in trust account	$ 150,000,000
Trust assets value per unit	$ 10
Maturity period of government securities	185 days
Subsequent Event [Member] | IPO [Member] | Units [Member]
Class of Stock [Line Items]
Number of shares issued	15,000,000
Price per share	$ 10
Description of Units	Each Unit consists of one share of common stock and one-half of one redeemable warrant
Warrant exercise price	$ 11.50
Warrant exercisable period after business combination	30 days
Warrant expiration period	5 years

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Aug. 17, 2021	Jun. 30, 2021
Class of Stock [Line Items]
Number of shares issued		700,000
Subsequent Event [Member] | Private Placement [Member] | Private Shares [Member]
Class of Stock [Line Items]
Number of shares issued	459,500
Price per share	$ 10
Aggregate purchase price	$ 4,595,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Aug. 17, 2021USD ($)Investor$ / sharesshares	Jul. 23, 2021$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Jun. 16, 2021Director$ / sharesshares	May 29, 2021shares	Feb. 08, 2021USD ($)$ / sharesshares	Feb. 03, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Jun. 30, 2021USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Value of shares issued | $								$ 4,070	$ 25,000
Number of shares issued								700,000
Common stock, par value | $ / shares			$ 0.0001					$ 0.0001		$ 0.0001
Shares subject to forfeiture			675,000					675,000		675,000
Issuance of Representative shares | $
Representative shares returned to the Company								87,500
Advances from related parties | $			$ 132,352					$ 132,352		$ 132,352
Due from Sponsor | $			29,070					$ 29,070		$ 29,070
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Loan amount convertible into common stock | $			$ 1,500,000
Loan conversion price | $ / shares			$ 10					$ 10		$ 10
Sponsor [Member]
Related Party Transaction [Line Items]
Maximum amount agreed to loan | $							$ 300,000
Debt maturity date			Oct. 31, 2021
Advances from related parties | $			$ 132,352					$ 132,352		$ 132,352
Due from Sponsor | $			$ 29,070					$ 29,070		$ 29,070
Subsequent Event [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Monthly fee | $	$ 10,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Shares of common stock transferred				50,000
President [Member]
Related Party Transaction [Line Items]
Shares of common stock transferred				50,000
Director [Member]
Related Party Transaction [Line Items]
Shares of common stock transferred				35,000
Number of independent directors | Director				3
Founder Shares [Member]
Related Party Transaction [Line Items]
Value of shares issued | $							$ 25,000
Price per share | $ / shares				$ 0.006			$ 0.006
Number of shares issued				700,000			4,312,500
Common stock, par value | $ / shares							$ 0.0001
Period after business combination for transfer of shares										180 days
Founder Shares [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Price per share | $ / shares	$ 0.006	$ 0.006
Number of shares issued		1,200,000
Shares subject to forfeiture		1,125,000
Number of anchor investors | Investor	10
Stock allocated to each anchor investor, shares	131,250
Stock allocated to anchor investors, shares	1,312,500
Stock allocated to each anchor investor, value | $	$ 424,491
Stock allocated to each anchor investor, value per share | $ / shares	$ 3.23
Units [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Number of anchor investors | Investor	10
Units [Member] | Subsequent Event [Member] | IPO [Member]
Related Party Transaction [Line Items]
Price per share | $ / shares	$ 10
Number of shares issued	15,000,000
Percentage of units purchased by anchor investors	9.90%
Representative Shares [Member]
Related Party Transaction [Line Items]
Price per share | $ / shares						$ 0.0001
Period after business combination for transfer of shares										30 days
Issuance of Representative shares | $						$ 25
Representative Shares [Member] | EarlyBirdCapital, Inc. [Member]
Related Party Transaction [Line Items]
Issuance of Representative shares, shares						162,500
Representative Shares [Member] | Northland Securities, Inc. [Member]
Related Party Transaction [Line Items]
Issuance of Representative shares, shares						87,500
Representative shares returned to the Company					87,500

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Subsequent Event [Member] - USD ($)	Aug. 18, 2021	Aug. 17, 2021
Other Commitments [Line Items]
Period of underwriters' over-allotments option		45 days
Number of shares available under underwriters' over-allotments option		2,250,000
Underwriting discount percentage		1.00%
Underwriting commissions		$ 1,500,000
Deferred underwriting commission payable		$ 225,000
Advisory fee percentage for IPO		1.00%
Advisory fee for IPO amount if underwriters' option is not exercised		$ 1,500,000
Advisory fee for IPO amount if underwriters' option is exercised in full		$ 1,725,000
Advisory fee paid	$ 1,500,000
Advisory fee percentage for business combination		2.25%
Advisory fee for business combination amount if underwriters' option is not exercised		$ 3,375,000
Advisory fee for business combination amount if underwriters' option is exercised		$ 3,881,250
Marketing agreement fee percentage for business combination		2.25%
Marketing agreement fee for business combination amount if underwriters' option is not exercised		$ 3,375,000
Marketing agreement fee for business combination amount if underwriters' option is exercised		3,881,250
Capital market advisory fee for business combination		$ 2,500,000
Cash fee percentage for target business introduction in business combination		1.00%
Period from IPO for payment of cash fee for target business introduction		60 days

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative)	Jun. 16, 2021Director$ / sharesshares	May 29, 2021shares	Feb. 08, 2021USD ($)$ / sharesshares	Feb. 03, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Jun. 30, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized					1,000,000		1,000,000
Preferred stock, par value | $ / shares					$ 0.0001		$ 0.0001
Preferred stock, shares issued					0		0
Preferred stock, shares outstanding					0		0
Common stock, shares authorized					100,000,000		100,000,000
Common stock, par value | $ / shares					$ 0.0001		$ 0.0001
Common stock, shares issued					5,175,000		5,175,000
Common stock, shares outstanding					5,175,000		5,175,000
Value of shares issued | $					$ 4,070	$ 25,000
Number of shares issued					700,000
Issuance of Representative shares | $
Representative shares returned to the Company					87,500
Shares subject to forfeiture					675,000		675,000
Common stock voting rights							one vote for each share
Warrant exercise price | $ / shares					$ 11.50		$ 11.50
Warrant exercisable period after business combination							30 days
Warrant cashless exercise period after business combination							90 days
Period of trading days to determine fair market value of common stock							5 days
Warrants redemption price per share | $ / shares					0.01		$ 0.01
Notice period for warrants redemption							30 days
Common stock share price per share for warrants redemption | $ / shares					18		$ 18
Period of trading days within specified window for minimum common stock price for warrants redemption							20 days
Trading days specified window for minimum common stock price for warrants redemption							30 days
Common stock issue price per share below which triggers warrant adjustment | $ / shares					$ 9.20		$ 9.20
Percentage of available equity proceeds below specified price which triggers warrant adjustment					60.00%		60.00%
Common stock market value per share below which triggers warrant adjustment | $ / shares					$ 9.20		$ 9.20
Percentage of Market Value for warrant exercise price adjustment					115.00%		115.00%
Chief Executive Officer [Member]
Class of Stock [Line Items]
Shares of common stock transferred	50,000
President [Member]
Class of Stock [Line Items]
Shares of common stock transferred	50,000
Director [Member]
Class of Stock [Line Items]
Shares of common stock transferred	35,000
Number of independent directors | Director	3
Founder Shares [Member]
Class of Stock [Line Items]
Common stock, par value | $ / shares				$ 0.0001
Value of shares issued | $				$ 25,000
Price per share | $ / shares	$ 0.006			$ 0.006
Number of shares issued	700,000			4,312,500
Founder Shares [Member] | Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	5,012,500
Representative Shares [Member]
Class of Stock [Line Items]
Price per share | $ / shares			$ 0.0001
Issuance of Representative shares | $			$ 25
Representative Shares [Member] | EarlyBirdCapital, Inc. [Member]
Class of Stock [Line Items]
Issuance of Representative shares, shares			162,500
Representative Shares [Member] | Northland Securities, Inc. [Member]
Class of Stock [Line Items]
Issuance of Representative shares, shares			87,500
Representative shares returned to the Company		87,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Aug. 17, 2021	Jul. 23, 2021	Jun. 16, 2021	Feb. 03, 2021	Jun. 30, 2021	Aug. 18, 2021
Subsequent Event [Line Items]
Number of shares issued					700,000
Common stock, shares outstanding					5,175,000
Shares subject to forfeiture					675,000
Cash					$ 13,746
Founder Shares [Member]
Subsequent Event [Line Items]
Number of shares issued			700,000	4,312,500
Price per share			$ 0.006	$ 0.006
Founder Shares [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Common stock, shares outstanding			5,012,500
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash						$ 1,163,587
Subsequent Event [Member] | Founder Shares [Member]
Subsequent Event [Line Items]
Number of shares issued		1,200,000
Price per share	$ 0.006	$ 0.006
Shares subject to forfeiture		1,125,000
Subsequent Event [Member] | Founder Shares [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Common stock, shares outstanding		6,007,500
Subsequent Event [Member] | Founder Shares [Member] | Chief Executive Officer, President and independent directors [Member]
Subsequent Event [Line Items]
Common stock, shares outstanding		205,000
Subsequent Event [Member] | Units [Member] | IPO [Member]
Subsequent Event [Line Items]
Number of shares issued	15,000,000
Price per share	$ 10
Subsequent Event [Member] | Private Shares [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Number of shares issued	459,500
Price per share	$ 10
Aggregate purchase price	$ 4,595,000