Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Sep. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40687 | |
Entity Registrant Name | INTERNATIONAL MEDIA ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1627460 | |
Entity Address, Address Line One | 1604 US Highway 130 | |
Entity Address, City or Town | N Brunswick | |
Entity Address State Or Province | NJ | |
Entity Address, Postal Zip Code | 08902 | |
City Area Code | 212 | |
Local Phone Number | 960-3677 | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 23,796,900 | |
Entity Central Index Key | 0001846235 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Transition Report | false | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | IMAQW | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | IMAQU | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | IMAQR | |
Security Exchange Name | NASDAQ | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | IMAQ | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Jun. 30, 2021USD ($) | |
ASSETS | ||
Current asset - cash | $ 25,778 | |
Deferred offering costs | 498,439 | |
Total Assets | 524,217 | |
Current liabilities: | ||
Accrued expenses | 1,000 | |
Accrued offering costs | 97,069 | |
Promissory notes - related party | 403,537 | |
Total Liabilities | 501,606 | |
Commitments (see Note 6) | ||
Stockholder's Equity | ||
Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding | 575 | [1] |
Additional paid-in capital | 24,425 | |
Accumulated deficit | (2,389) | |
Total Stockholder's Equity | 22,611 | |
Total Liabilities and Stockholder's Equity | $ 524,217 | |
[1] | Includes up to 750,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jul. 28, 2021 | Jun. 30, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred stock, shares authorized | 0 | |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 10,000,000 |
Common shares, shares issued | 5,750,000 | |
Common shares, shares outstanding | 5,750,000 | |
Over-allotment | ||
Maximum Common Stock Shares Subject to Forfeiture | 750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
Formation and operating costs | $ 864 | $ 2,389 | |
Net loss | $ (864) | $ (2,389) | |
Weighted average shares outstanding, basic and diluted | [1] | 5,000,000 | 5,000,000 |
Basic and diluted net loss per common share | $ 0 | $ 0 | |
[1] | Excludes up to 750,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Jun. 30, 2021shares |
Over-allotment | |
Maximum Common Stock Shares Subject to Forfeiture | 750,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Jan. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Jan. 15, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock to Sponsor | [1] | $ 575 | 24,425 | 25,000 | |
Issuance of common stock to Sponsors (in shares) | [1] | 5,750,000 | |||
Net loss | (1,525) | (1,525) | |||
Balance at the end at Mar. 31, 2021 | (1,525) | 23,475 | |||
Balance at the end (in shares) at Mar. 31, 2021 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (864) | (864) | |||
Balance at the end at Jun. 30, 2021 | $ 575 | $ 24,425 | $ (2,389) | $ 22,611 | |
Balance at the end (in shares) at Jun. 30, 2021 | 5,750,000 | ||||
[1] | Includes up to 750,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Jun. 30, 2021shares |
Over-allotment | |
Maximum Common Stock Shares Subject to Forfeiture | 750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (2,389) |
Changes in operating assets and liabilities | |
Accrued expenses | 1,000 |
Net cash used in operating activities | (1,389) |
Cash Flows from Financing Activities: | |
Proceeds from promissory notes - related party | 265,000 |
Repayment of promissory notes - related party | (50,000) |
Offering costs paid | (187,833) |
Net cash provided by financing activities | 27,167 |
Net Change in Cash | 25,778 |
Cash - Beginning of period | 0 |
Cash - End of period | 25,778 |
Non-cash investing and financing activities | |
Deferred offering included in accrued offering costs | 97,069 |
Deferred offering costs included in promissory notes - related party | 188,537 |
Deferred offering costs paid by Sponsor in exchange for issuance of common stock | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS International Media Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region (excluding China) for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 714,400 units (the “Private Units” and, with respect to the common stock included in the Private Units, the “Private Shares”) at a price of $10.00 per Private Unit in a private placement to Content Creation Media LLC (the “Sponsor”), generating gross proceeds of $7,144,000, which is described in Note 4. The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (see Note 6). On August 3, 2021, the underwriters fully exercised the over-allotment option and, on August 6, 2021, purchased an additional 3,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of $30,000,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 82,500 units (the “Over-Allotment Private Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $825,000. Upon closing of the Initial Public Offering, the sale of the Private Units, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Units, a total of $230,000,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval and assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the other holders (together, the “initial stockholders”) of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares , their Private Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the other initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor and the other initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Company will have until 12 months (or up to 18 months if the Company extends the period of time) from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2021, the Company had $25,778 in cash and a working capital deficit of $475,828. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues 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 prospective 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 29, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 2, 2021, August 6, 2021 and August 11, 2021. The interim results for the period from January 15, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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 another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. At that time, Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. offering costs associated with the common stock issued were charged to stockholders’ equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2021 (inception) through June 30, 2021. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards 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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company completed its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consisted of one share of common stock, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to receive one-twentieth of one three The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (see Note 6). On August 6, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 3,000,000 Over-Allotment Units, generating gross proceeds of $30,000,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 units at a price of $10.00 per Private Unit ($7,144,000 in the aggregate). Each Private Unit consists of one share of common stock, one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder to receive one-twentieth three-fourths The proceeds from the Private Units was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Rights and Private Warrants. Simultaneously with the closing of the exercise of the over-allotment option (see Note 6), the Company consummated the sale of 82,500 Over-Allotment Private Units at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $825,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 9, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share of common stock (the “Founder Shares”). The outstanding Founder Shares include an aggregate of up to 750,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Units and underlying securities and assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 6). The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an initial Business Combination, or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Notes — Related Party On February 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Initial Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021 and June 17, 2021, the Company issued additional unsecured promissory notes to the Sponsor (the “Additional Promissory Notes” and, together with the “Initial Promissory Note,” the “Promissory Notes”), pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The Promissory Notes were non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2021, there was $403,537 outstanding under the Promissory Notes. The outstanding balance under the Promissory Notes was repaid on August 6, 2021. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the initial public offering, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering, the holders of the Founder Shares, the Private Units and any units that may be issued upon conversion of Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to certain registration rights. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 6, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal Subject to certain conditions, the Company has granted Chardan Captial Markets, LLC, for a period of 18 months after the date of the consummation of its Business Combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Company’s Initial Public Offering. Management Consulting Agreement The Company has engaged Ontogeny Capital L T D (“Ontogeny”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for the Company. The Company paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the initial confidential filing of the Company’s registration statement. The Company paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering. In addition, upon the consummation of the Company’s initial Business Combination, the Company has agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS As of June 30, 2021, there were no Public Warrants or Private Warrants outstanding Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act. No Public Warrants will be exercisable and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption as described above, 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 whole 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 by (y) the fair market value. The fair market value shall mean the volume weighted average trading price of our common stock for the 20 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors, including the price of the Company’s shares of common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. 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 its initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price. The Private Units are identical to the Units sold in the Initial Public Offering, except the Private Units and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company accounts for the 23,796,900 warrants issued in connection with the Initial Public Offering and exercise of the underwriters’ over-allotment option (including 23,000,000 Public Warrants and 796,900 Private Warrants) in accordance with the guidance contained in ASC 815-40. The Public Warrants qualify for equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private Warrant must be recorded as a liability at fair value. The accounting treatment for derivative financial instruments requires that the Company record the Private Warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering and subsequently at the end of each reporting period. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDER’S EQUITY Preferred stock issued outstanding Common stock Holders of common stock are entitled to one vote for each share. As of June 30, 2021, there were 5,750,000 shares of common stock issued and outstanding Rights 1/20 The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware law. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described in these condensed financial statements in relation to the Initial Public Offering (see Note 3), private placement (see Note 4), Promissory Notes (see Note 5), and underwriters’ exercise of the over-allotment option (see Note 6), the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 29, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 2, 2021, August 6, 2021 and August 11, 2021. The interim results for the period from January 15, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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 another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. At that time, Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. offering costs associated with the common stock issued were charged to stockholders’ equity. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2021 (inception) through June 30, 2021. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). As of June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
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 FASB ASC Topic 820, Fair Value Measurement The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Aug. 06, 2021USD ($)$ / sharesshares | Aug. 02, 2021USD ($)$ / sharesshares | Jan. 15, 2021 | Jun. 30, 2021USD ($)$ / sharesMshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash held outside the Trust Account | $ | $ 25,778 | |||
Working capital deficit | $ | 475,828 | |||
Condition for future business combination number of businesses minimum | 1 | |||
Condition for future business combination threshold Net Tangible Assets | $ | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 20 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Months to complete acquisition | M | 12 | |||
Maximum extended months to complete acquisition | 18 months | |||
Threshold business days for redemption of public shares | 10 days | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 20,000,000 | |||
Purchase price | $ / shares | $ 10 | $ 10 | ||
Gross proceeds from issuance of initial public offering | $ | $ 200,000,000 | |||
Payments for investment of cash in Trust Account | $ | $ 230,000,000 | |||
Number of days granted to underwriter | 45 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 82,500 | |||
Purchase price | $ / shares | $ 10 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 714,400 | |||
Gross proceeds from issuance of units | $ | $ 825,000 | |||
Sale of Private Placement Warrants (in shares) | shares | 714,400 | |||
Price of warrant | $ / shares | $ 10 | |||
Proceeds from sale of Private Placement Warrants | $ | $ 7,144,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1 | |||
Sale of Private Placement Warrants (in shares) | shares | 1 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 3,000,000 | |||
Purchase price | $ / shares | $ 10 | |||
Option to purchase additional units | shares | 3,000,000 | |||
Gross proceeds from issuance of units | $ | $ 30,000,000 | |||
Over-allotment | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 82,500 | |||
Purchase price | $ / shares | $ 10 | |||
Gross proceeds from issuance of units | $ | $ 825,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 30, 2021USD ($)shares |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Shares subject to forfeiture | shares | 750,000 |
Federal Depository Insurance Coverage | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Aug. 06, 2021 | Aug. 02, 2021 | Jun. 30, 2021 |
Rights | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 0.05 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 20,000,000 | ||
Purchase price, per unit | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Initial Public Offering | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 20,000,000 | ||
Purchase price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 200,000,000 | ||
Number of shares in a unit | 1 | ||
Initial Public Offering | Public Warrants | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant | 0.75 | ||
Exercise price of warrants | $ 11.50 | ||
Initial Public Offering | Rights | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 0.05 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Option to Purchase Additional Units Given to Underwriters | 3,000,000 | ||
Proceeds From Issuance of Units | $ 30,000,000 | ||
Over-allotment | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,000,000 | ||
Proceeds From Issuance of Units | $ 30,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Aug. 06, 2021 | Jun. 30, 2021 |
Rights | ||
Subsidiary, Sale of Stock [Line Items] | ||
Right per share of common stock | 0.05 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 3,000,000 | |
Purchase price | $ 10 | |
Gross proceeds from issuance of units | $ 30,000,000 | |
Over-allotment | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 82,500 | |
Purchase price | $ 10 | |
Gross proceeds from issuance of units | $ 825,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 714,400 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 7,144,000 | |
Right per share of common stock | 1 | |
Number of units issued | 82,500 | |
Purchase price | $ 10 | |
Gross proceeds from issuance of units | $ 825,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 1 | |
Right per share of common stock | 0.75 | |
Exercise price of warrant | $ 11.50 | |
Private Placement | Rights | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 1 | |
Right per share of common stock | 0.05 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Feb. 09, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | [1] | $ 25,000 | ||
Shares subject to forfeiture | 750,000 | |||
Founder shares | Earlier of Six Months After Date of Consummation of Initial Business Combination And On Date of Closing Price | ||||
Related Party Transaction [Line Items] | ||||
Percentage of Shares Not To Transfer, Assign Or Sell | 50.00% | |||
Founder shares | Six Months After Date Of Consummation Of Initial Business Combination | ||||
Related Party Transaction [Line Items] | ||||
Percentage of Shares Not To Transfer, Assign Or Sell | 50.00% | |||
Founder shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 5,750,000 | |||
Aggregate purchase price | $ 25,000 | |||
Shares subject to forfeiture | 750,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12.50 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | |||
[1] | Includes up to 750,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 6). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | ||
Repayment of promissory note - related party | $ 50,000 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |
Outstanding balance of related party note | 403,537 | |
Aggregate principal amount | 200,000 | |
Administrative Support Agreement | ||
Related Party Transaction [Line Items] | ||
Expenses per month | 10,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,500,000 | |
Price of warrant | $ 10 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Aug. 06, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)item$ / sharesshares |
COMMITMENTS | ||
Maximum number of demands for registration of securities | item | 2 | |
Underwriting option period | 45 days | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Underwriter cash discount | $ 4,600,000 | |
Deferred underwriting commissions per unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable | $ 8,050,000 | |
Period granted for right of first refusal to act as book-running manager after the date of the consummation of its business combination | 18 months | |
Percentage of the economics for future public and private equity and debt offerings | 30.00% | |
Over-allotment | ||
COMMITMENTS | ||
Option to purchase additional units | shares | 3,000,000 | |
Number of units issued | shares | 3,000,000 | |
Offering price per unit | $ / shares | $ 10 | |
Gross proceeds from issuance of units | $ 30,000,000 | |
Ontogeny | ||
COMMITMENTS | ||
Payments upon signing engagement agreement | $ 40,000 | |
Payments upon initial confidential filing of registration statement | 35,000 | |
Payments upon consummation of initial Business Combination | 1,650,000 | |
Payments for certain management consulting and corporate advisory services | $ 2,875,000 |
WARRANT (Details)
WARRANT (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option | 23,796,900 |
Public Warrants | |
Warrants outstanding | 0 |
Warrants exercisable term from the closing of the public offering | 1 year |
Threshold period for filling registration statement within number of days of business combination | 90 days |
Share Price | $ / shares | $ 9.50 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Trading days for determining volume weighted average trading price | 20 days |
Stock price trigger for redemption of public warrants | $ / shares | $ 16.50 |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option | 23,000,000 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 |
Redemption Period | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | 3 |
Public Warrants | Redemption of warrants when price per share of common stock equals or exceeds 16.5 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 165.00% |
Public Warrants | Redemption of warrants when price per share of common stock below 9.50 | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% |
Private Warrants | |
Warrants outstanding | 0 |
Number of warrants issued in connection with the Initial Public Offering and exercise of over-allotment option | 796,900 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Jul. 28, 2021 | Jun. 30, 2021 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 0 | |
Preferred stock, par value, (per share) | $ 0.0001 | |
Preferred shares, shares issued | 5,000,000 | 0 |
Preferred shares, shares outstanding | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 6 Months Ended | |
Jun. 30, 2021USD ($)$ / sharesshares | Jul. 28, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | $ | 1 | |
Common shares, shares issued (in shares) | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | |
Ratio to be applied to the stock in the conversion | 20 | |
Over-allotment | ||
Class of Stock [Line Items] | ||
Maximum shares subject to forfeiture | 750,000 |
STOCKHOLDERS' EQUITY - Rights (
STOCKHOLDERS' EQUITY - Rights (Details) - Rights | 6 Months Ended |
Jun. 30, 2021shares | |
Class of Warrant or Right [Line Items] | |
Right per share of common stock | 0.05 |
Rights in multiples required to receive shares | 20 |