Global Consumer Acquisition (GACQ) 10-Q 16 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40468
Entity Registrant Name	GLOBAL CONSUMER ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1229973
Entity Address, Address Line One	1926 Rand Ridge Court
Entity Address, City or Town	Marietta
Entity Address State Or Province	GA
Entity Address, Postal Zip Code	30062
City Area Code	404
Local Phone Number	939-9419
Entity Current Reporting Status	Yes
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		23,282,362
Entity Central Index Key	0001846288
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	GACQ
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	GACQU
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	GACQW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 251,468
Prepaid expense	50,768
Other receivables	387,868
Total Current Assets	690,104
Cash and investment held in Trust Account	183,555,717
Total Assets	184,245,821
Current Liabilities
Accrued expense	16,128	$ 478
Total Current Liabilities	16,128	478
Warrant Liability	4,405,661
Deferred underwriting fees	5,935,475
Total Liabilities	10,357,264	478
Commitments and Contingencies (NOTE 7)
Common stock subject to possible redemption, 18,263,000 shares at redemption value on September 30, 2021	183,543,150
Stockholder's Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stocks, $0.0001 par value; 100,000,000 shares authorized; 5,019,363 and -0- issued and outstanding (excluding 18,263,000 and -0- shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively	502
Accumulated deficit	(9,655,095)	(478)
Total Stockholder's Deficit	(9,654,593)	$ (478)
Total Liabilities and Stockholders' Deficit	$ 184,245,821

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	5,019,363
Common shares, shares outstanding		0
Common stock subject to redemption
Temporary equity, shares issued	18,263,000
Temporary equity, shares outstanding	18,263,000	0
Common Stock Not Subject To Redemption
Common shares, shares issued	5,019,363
Common shares, shares outstanding	5,019,363

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ (130,145)	$ (250,451)
Loss from operation costs	(130,145)	(250,451)
Other income and expense:
Interest earned on investment held in Trust Account	10,541	12,567
Change in fair value of warrant liability	5,259,822	5,376,037
Offering costs allocated to warrants		450,846
Net Income	$ 5,140,218	$ 4,687,307
Weighted average shares outstanding, basic	23,282,363	12,080,542
Weighted average shares outstanding, diluted	23,282,363	12,080,542
Basic net loss per common share	$ 0.22	$ 0.39
Diluted net loss per common share	$ 0.22	$ 0.39
Common stock subject to redemption
Other income and expense:
Weighted average shares outstanding, basic	23,282,363	12,080,542
Weighted average shares outstanding, diluted	23,282,363	12,080,542
Basic net loss per common share	$ 0.22	$ 0.39
Diluted net loss per common share	$ 0.22	$ 0.39

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020				$ (478)	$ (478)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Founder shares		$ 489	$ 24,511		25,000
Sale of Founder shares (in shares)		4,887,500
Net income (loss)				(45,630)	(45,630)
Balance at the end at Mar. 31, 2021		$ 489	24,511	(46,108)	(21,108)
Balance at the end (in shares) at Mar. 31, 2021		4,887,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion for common stock to redemption amount			(4,321,343)	(14,311,924)	(18,633,267)
Forfeiture of founder shares	[1]	$ (32)	32
Forfeiture of founder shares (in shares)	[1]	(321,750)
Sale of Private Units		$ 45	$ 4,296,800		4,296,845
Sale of Private Units (in shares)		453,613
Net income (loss)				(437,281)	(437,281)
Balance at the end at Jun. 30, 2021		$ 502		(14,795,313)	(14,794,811)
Balance at the end (in shares) at Jun. 30, 2021		5,019,363
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				5,140,218	5,140,218
Balance at the end at Sep. 30, 2021		$ 502		$ (9,655,095)	$ (9,654,593)
Balance at the end (in shares) at Sep. 30, 2021		5,019,363
[1]	Due to the over-allotment option were exercised in part, the Sponsor agreed to return the 321,750 shares of founder share stock to the Company for cancellation. (Note 6)

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' Deficit (Parenthetical)	Sep. 30, 2021shares
Sponsor
Number Of Shares Subject To Forfeiture	321,750

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows	9 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net income	$ 4,687,307
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on securities held in Trust Account	(12,567)
Change in fair value of warrant liability	(5,376,037)
Offering costs allocated to warrants	450,846
Changes in operating assets and liabilities:
Prepaid expenses and other receivable	(438,636)
Accrued expenses	15,650
Net cash used in operating activities	(673,437)
Cash flows from investing activities:
Investment of cash in Trust Account	(183,543,150)
Net cash used in investing activities	(183,543,150)
Cash flows from financing activities:
Proceeds from issue of founder shares	25,000
Proceeds from sale of units, net underwriting discount paid	180,347,125
Proceeds from sale of private placement	4,536,125
Payment of offering costs	(440,195)
Net cash provided by financing activities	184,468,055
Net change in cash	251,468
Cash at beginning of period	0
Cash at end of period	251,468
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption	164,909,883
Accretion of Common Stock subject to redemption	18,633,267
Deferred underwriting fee payable	5,935,475
Initial classification of warrant liability	$ 9,781,698

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Global Consumer Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 28, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer products and services sectors. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from December 28, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 registration statement for the Company’s IPO was declared effective on June 8, 2021. On June 11, 2021, the Company consummated its IPO of 17,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $170,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, pursuant to a certain private placement unit subscription agreement, the Company completed the private sale of 431,510 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,315,100. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 22,103 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $221,025 of gross proceeds. The sales of private placement units generated proceeds with an aggregate amount of $4,536,130 to the Company, which is described in Note 5. Following the closing of the IPO on June 11, 2021 and the partially exercised over-allotment of 18,263,000 Units by the underwriter on June 16, 2021, an amount of $182,630,000 ($10.00 per unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Placement Units of 453,613 units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company of $4,536,130, which was placed in a trust account (the “Trust Account”), and will be invested 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“permitted withdrawals”). Transaction costs amounted to $8,628,545, consisting of $2,282,875 of underwriting fees, $5,935,475 deferred underwriting fee and $410,195 of other offering costs. In addition, as of September 30, 2021, $251,468 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. As of September 30, 2021, the Common Stock issued to the public reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ ​ As of September 30, 2021 Gross Proceeds ​ $ 182,630,000 Less: ​ Proceeds allocated to public warrants ​ (9,542,418) Transaction costs ​ (8,628,545) Plus: ​ Reverse the cost allocation to warrants ​ 450,846 Accretion of carrying value to redemption value ​ 18,633,267 Common stock subject to possible redemption ​ 183,543,150 ​ The Company will provide its 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a 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 a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per 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). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Common Stock 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.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Common Stock, the Common Stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Common Stock) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Common Stock and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company will have until June 8, 2022 to consummate 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 no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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 IPO price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor 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 amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 for the company’s independent registered 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 and Management’s Plan As of September 30, 2021, the Company had $251,468 in cash held in its operating account, and working capital of $673,976 (not taken into account tax obligations). The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of the Founders Shares (as defined in Note 6), and loan proceeds from the Sponsor of $300,000 under the Note (Note 6). Subsequent from the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. 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 the funds held outside of the Trust Account 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 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. As of the date the financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. ​

Restatement of Previously Issue

Restatement of Previously Issued Financial Statement	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statement
Restatement of Previously Issued Financial Statement	NOTE 2. Restatement of Previously Issued Financial Statement In the Company's previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001 . Thus, the company has historically classified a portion of Class A unit shares in permanent equity to satisfy the $5,000,000 net tangible asset requirement. However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be revised to report all public shares as temporary equity. As such the Company is reporting upon restatements to those periods in this Quarterly Report. Impact of the Restatement The impacts to the balance sheet as of June 11, 2021 and as of June 30, 2021, and the impacts to earnings per share for the six months ended and the three months ended June 30, 2021 are presented below: ​ ​ ​ ​ ​ ​ ​ ​ As of June 11, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ Reported on form 8-K Adjustment As Revised ​ ​ ​ ​ ​ ​ ​ Temporary Equity ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption; ​ 152,100,294 ​ 18,749,706 ​ 170,850,000 Stockholders' Equity (Deficit) ​ ​ ​ Common Stock, $0.0001 par value; ​ 718 ​ (187) ​ 531 Additional paid-in capital ​ 5,489,923 ​ (5,489,923) ​ — Accumulated deficit ​ (490,639) ​ (13,259,597) ​ (13,750,236) Total Stockholder’s Equity (Deficit) ​ 5,000,001 ​ (18,749,707) ​ (13,749,705) Common stocks subject to possible redemption ​ 15,134,358 ​ 1,865,642 ​ 17,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment ​ ​ ​ ​ As Previously ​ Restatement ​ of forfeiture ​ ​ ​ Reported Adjustment shares As Restated Temporary Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption; ​ 163,748,338 ​ 19,794,812 ​ — ​ 183,543,150 Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ Common stock, $0.0001 par value; (1) ​ 699 ​ (197) ​ — ​ 502 Additional paid-in capital (1) ​ 5,482,691 ​ (5,482,723) ​ 32 ​ — Accumulated deficit ​ (483,389) ​ (14,311,892) ​ (32) ​ (14,795,313) Total Stockholders' Equity (Deficit) ​ 5,000,001 ​ (19,794,812) ​ — ​ (14,794,811) Common stocks subject to possible redemption ​ ​ 16,615,117 ​ ​ 1,647,883 ​ ​ — ​ 18,263,000 Common stocks issued and outstanding (excluding ​ ​ ​ ​ ​ ​ ​ ​ 18,263,000 shares subject to possible redemption) ​ ​ 6,988,996 ​ ​ (1,647,883) ​ ​ (321,750) ​ 5,019,363 (1) Due to the over-allotment option were exercised in part, the Sponsor agreed to return the 321,750 shares of founder shares to the Company for cancellation (Note 6), resulting common stock decreased $32 and additional paid-in capital increased $32. ​ ​ ​ ​ ​ ​ ​ ​ ​ For six months ended on June 30, 2021 ​ ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of common stock subject to redemption 15,985,656 ​ (14,103,435) ​ 1,882,221 Basic and diluted net income per common stock 0.00 ​ (0.08) ​ (0.08) Weighted average shares outstanding of non-redeemable common stock 5,424,660 ​ (920,082) ​ 4,504,578 Basic and diluted net income per common stock (0.09) ​ 0.01 ​ (0.08) ​ ​ ​ ​ ​ ​ ​ ​ ​ For three months ended on June 30, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ Reported Adjustment As Restated Weighted average shares outstanding of common stock subject to redemption 15,985,656 1,944,976 17,930,632 Basic and diluted net income per common stock 0.00 (0.02) (0.02) Weighted average shares outstanding of non-redeemable common stock 5,987,510 (5,776,793) 210,717 Basic and diluted net income per common stock (0.07) 0.05 (0.02) ​

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. 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 complete 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 prospectus for its Initial Public Offering as filed with the SEC on June 8, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 14, 2021 and June 22, 2021. The interim results for the three months ended September 30, 2021 and for the period from December 28, 2020 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 significantly 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 $251,468 in cash held in its operating account and no cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account As of September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering. Accordingly, as of September 30, 2021, offering costs has an aggregate amount of $8,216,350 (consisting of $2,282,875 of underwriting discount and $5,935,475 of deferred underwriting discount), and $410,195 of other offering costs. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rate differs from the statutory tax rate of 21%for the three months ended September 30, 2021 and for the period from December 28, 2020 (inception) through September 30, 2021, due to the valuation allowance recorded on the Company’s deferred tax assets. 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income per Common Share The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,538,306 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Three Months ​ Nine Months ​ ​ Ended ​ Ended ​ September 30, 2021 September 30, 2021 Common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income allocable to common stock subject to possible redemption ​ $ 5,140,218 ​ $ 4,687,307 ​ ​ ​ ​ ​ ​ ​ Denominator: weighted average number of common share ​ ​ 23,282,363 ​ ​ 12,080,542 Basic and diluted net income per common share ​ $ 0.22 ​ $ 0.39 ​ 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on December 28, 2020. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING.
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the IPO on June 8, 2021, the Company sold 18,263,000 Units, which includes the partial exercise by the underwriter of its over-allotment option on June 16, 2021, in the amount of 1,263,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and one one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT.
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the IPO on June 11, 2021, and the partial exercise by the underwriter of its over-allotment option on June 16, 2021, the initial stockholders purchased an aggregate of 453,613 Placement Units at a price of $10.00 per Placement Unit, ($4,536,125 in the aggregate), from the Company in a private placement that occurred simultaneously with the closing of the IPO and the full exercise by the underwriter of its over-allotment option. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”), as described in Note 8.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, the Sponsor paid $25,000 to cover certain of the Company’s offering costs in exchange for 5,750,000 founder shares. On June 8, 2021, the Sponsor surrendered an aggregate of 862,500 shares of common stock for no consideration, resulting in an aggregate of 4,887,500 founder shares of common stock issued and outstanding. Such common stock includes an aggregate of up to 637,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). Due to the over-allotment option was partially exercised by the Underwriter on June 16, 2021, the Sponsor has agreed to return 321,750 founder shares to the Company for cancellation. The cancellation agreement has been signed on June 16, 2021, yet Continental Stock Transfer & Trust Company has not processed the cancellation on their account due to processing reasons. As of September 30, 2021, there are 4,565,750 founder shares of common stock issued The initial stockholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Promissory Note – Related Party On January 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the consummation of the Initial Public Offering. These amounts will be repaid upon completion of this offering out of the $650,000 of offering proceeds that has been allocated for the payment of offering expenses. As of June 30, 2021, there was $143,563 was outstanding under the Promissory Note, which was repaid to Sponsor in full on July 20, 2021. As of September 30, 2021, no amounts were outstanding. Administrative Services Arrangement ARC Group Limited, our financial advisor, has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay $10,000 per month for these services. Through September 30, 2021, $40,000 support fees were incurred. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. 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. As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 4, 2021, the holders of the Founder Shares, Placement units, Representative Shares are entitled to make up to three 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise its demand and “piggyback” registration rights after five Right of First Refusal For a period beginning on June 8, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. 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 our Registration Statement.

WARRANT LIABILITY

WARRANT LIABILITY	9 Months Ended
	Sep. 30, 2021
WARRANT LIABILITY [Abstract]
WARRANT LIABILITY	NOTE 8. WARRANT LIABILITY As of September 30, 2021, the Company has 9,358,306 warrants issued in the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.. Notwithstanding the above, if the Company’s shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● ● third Redemption of warrants when the price per common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● ● ● ● third If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the 9,358,306 warrants issued in connection with the Initial Public Offering (comprised of 9,131,500 Public Warrants and 226,806 Private Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. At September 30, 2021, the fair value of total warrant liability is $4,405,661. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to 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.

STOCKHOLDER'S EQUITY (DEFICIT)

STOCKHOLDER'S EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2021
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT)	NOTE 9. STOCKHOLDER’S EQUITY (DEFICIT) Common Stock outstanding Common Preferred Shares outstanding

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account $ 183,555,717 $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 4,291,805 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 113,856 ​ Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.The Warrants are measured at fair value on a recurring basis. As of September 30, 2021, assets held in the Trust Account were comprised of $183,555,717 in U.S. Treasury Securities. The Company accounted for the aggregate 9,358,306 warrants issued in connection with the Initial Public Offering (the 9,131,500 Public Warrants and the 226,806 Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to 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. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for its warrants that are not actively traded. The Company recognized $4,405,661 for the derivative warrant liabilities on September 30, 2021. The estimated fair value of certain derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 11, 2021 ​ June 30, 2021 ​ September 30, 2021 ​ ​ ​ (Public Warrants ​ (Public Warrants ​ ​ ​ ​ ​ ​ and ​ and ​ ​ ​ ​ ​ ​ Private Warrants) Private Warrants) Private Warrants ​ Exercise price $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Share price ​ $ 10.00 ​ $ 10.00 ​ $ 9.88 ​ Expected term (years) ​ ​ 5.0 ​ ​ 5.0 ​ 5.44 ​ Probability of Acquisition ​ ​ 75.0 % ​ 80.0 % ​ 80.0 % Volatility ​ ​ 18.0 % ​ 17.6 % 10.9 % Risk-free rate ​ ​ 0.81 % ​ 0.98 % ​ 1.05 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 % ​ 0.00 % ​ The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through September 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Warrant Liability Fair value as of June 11, 2021 (Initial Public Offering) ​ $ 227,622 ​ $ 8,882,500 ​ $ 9,110,122 Change in valuation inputs or other assumptions (1) ​ ​ 14,153 ​ ​ 541,208 ​ ​ 555,361 Fair value as of June 30, 2021 ​ $ 241,775 ​ $ 9,423,708 ​ $ 9,665,483 Change in valuation inputs or other assumptions (1)(2) ​ ​ (127,919) ​ ​ (5,151,903) ​ ​ (5,259,822) Fair value as of September 30, 2021 ​ $ 113,856 ​ $ 4,291,805 ​ $ 4,405,661 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to November 12, 2021, the date the audited financial statements were available to issue. Based upon this review the Company identified the following subsequent events: On October 28, 2021, $387,868 was deposited to the Company's operating account from Loeb & Loeb's Escrow Account,

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. 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 complete 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 prospectus for its Initial Public Offering as filed with the SEC on June 8, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 14, 2021 and June 22, 2021. The interim results for the three months ended September 30, 2021 and for the period from December 28, 2020 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 significantly 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 $251,468 in cash held in its operating account and no cash equivalents as of September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Derivative financial instruments	Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. The 9,131,500 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 226,806 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to stockholders’ equity (deficit) upon the completion of the Initial Public Offering. Accordingly, as of September 30, 2021, offering costs has an aggregate amount of $8,216,350 (consisting of $2,282,875 of underwriting discount and $5,935,475 of deferred underwriting discount), and $410,195 of other offering costs.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheet.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rate differs from the statutory tax rate of 21%for the three months ended September 30, 2021 and for the period from December 28, 2020 (inception) through September 30, 2021, due to the valuation allowance recorded on the Company’s deferred tax assets. 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss per Common Share	Net Income per Common Share The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 9,538,306 shares of common stock in the aggregate. The following table reflects the calculation of basic and diluted net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Three Months ​ Nine Months ​ ​ Ended ​ Ended ​ September 30, 2021 September 30, 2021 Common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income allocable to common stock subject to possible redemption ​ $ 5,140,218 ​ $ 4,687,307 ​ ​ ​ ​ ​ ​ ​ Denominator: weighted average number of common share ​ ​ 23,282,363 ​ ​ 12,080,542 Basic and diluted net income per common share ​ $ 0.22 ​ $ 0.39
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on December 28, 2020. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s condensed financial statements.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Summary of common Stock issued to the public reflected on the balance sheet	​ ​ ​ ​ ​ ​ As of September 30, 2021 Gross Proceeds ​ $ 182,630,000 Less: ​ Proceeds allocated to public warrants ​ (9,542,418) Transaction costs ​ (8,628,545) Plus: ​ Reverse the cost allocation to warrants ​ 450,846 Accretion of carrying value to redemption value ​ 18,633,267 Common stock subject to possible redemption ​ 183,543,150

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statement (Tables)	9 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statement
Summary of impact on balance sheet	​ ​ ​ ​ ​ ​ ​ ​ As of June 11, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ Reported on form 8-K Adjustment As Revised ​ ​ ​ ​ ​ ​ ​ Temporary Equity ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption; ​ 152,100,294 ​ 18,749,706 ​ 170,850,000 Stockholders' Equity (Deficit) ​ ​ ​ Common Stock, $0.0001 par value; ​ 718 ​ (187) ​ 531 Additional paid-in capital ​ 5,489,923 ​ (5,489,923) ​ — Accumulated deficit ​ (490,639) ​ (13,259,597) ​ (13,750,236) Total Stockholder’s Equity (Deficit) ​ 5,000,001 ​ (18,749,707) ​ (13,749,705) Common stocks subject to possible redemption ​ 15,134,358 ​ 1,865,642 ​ 17,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2021 ​ ​ ​ ​ ​ Restatement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment ​ ​ ​ ​ As Previously ​ Restatement ​ of forfeiture ​ ​ ​ Reported Adjustment shares As Restated Temporary Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption; ​ 163,748,338 ​ 19,794,812 ​ — ​ 183,543,150 Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ Common stock, $0.0001 par value; (1) ​ 699 ​ (197) ​ — ​ 502 Additional paid-in capital (1) ​ 5,482,691 ​ (5,482,723) ​ 32 ​ — Accumulated deficit ​ (483,389) ​ (14,311,892) ​ (32) ​ (14,795,313) Total Stockholders' Equity (Deficit) ​ 5,000,001 ​ (19,794,812) ​ — ​ (14,794,811) Common stocks subject to possible redemption ​ ​ 16,615,117 ​ ​ 1,647,883 ​ ​ — ​ 18,263,000 Common stocks issued and outstanding (excluding ​ ​ ​ ​ ​ ​ ​ ​ 18,263,000 shares subject to possible redemption) ​ ​ 6,988,996 ​ ​ (1,647,883) ​ ​ (321,750) ​ 5,019,363 (1) Due to the over-allotment option were exercised in part, the Sponsor agreed to return the 321,750 shares of founder shares to the Company for cancellation (Note 6), resulting common stock decreased $32 and additional paid-in capital increased $32. ​ ​ ​ ​ ​ ​ ​ ​ ​ For six months ended on June 30, 2021 ​ ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Weighted average shares outstanding of common stock subject to redemption 15,985,656 ​ (14,103,435) ​ 1,882,221 Basic and diluted net income per common stock 0.00 ​ (0.08) ​ (0.08) Weighted average shares outstanding of non-redeemable common stock 5,424,660 ​ (920,082) ​ 4,504,578 Basic and diluted net income per common stock (0.09) ​ 0.01 ​ (0.08) ​ ​ ​ ​ ​ ​ ​ ​ ​ For three months ended on June 30, 2021 ​ ​ As Previously ​ Restatement ​ ​ ​ Reported Adjustment As Restated Weighted average shares outstanding of common stock subject to redemption 15,985,656 1,944,976 17,930,632 Basic and diluted net income per common stock 0.00 (0.02) (0.02) Weighted average shares outstanding of non-redeemable common stock 5,987,510 (5,776,793) 210,717 Basic and diluted net income per common stock (0.07) 0.05 (0.02)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Three Months ​ Nine Months ​ ​ Ended ​ Ended ​ September 30, 2021 September 30, 2021 Common stock ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net income allocable to common stock subject to possible redemption ​ $ 5,140,218 ​ $ 4,687,307 ​ ​ ​ ​ ​ ​ ​ Denominator: weighted average number of common share ​ ​ 23,282,363 ​ ​ 12,080,542 Basic and diluted net income per common share ​ $ 0.22 ​ $ 0.39

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2021
FAIR VALUE MEASUREMENTS
Schedule of company's assets that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) (Level 3) Asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account $ 183,555,717 $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Public Warrants ​ $ 4,291,805 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ — ​ $ 113,856
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 11, 2021 ​ June 30, 2021 ​ September 30, 2021 ​ ​ ​ (Public Warrants ​ (Public Warrants ​ ​ ​ ​ ​ ​ and ​ and ​ ​ ​ ​ ​ ​ Private Warrants) Private Warrants) Private Warrants ​ Exercise price $ 11.50 ​ $ 11.50 ​ $ 11.50 ​ Share price ​ $ 10.00 ​ $ 10.00 ​ $ 9.88 ​ Expected term (years) ​ ​ 5.0 ​ ​ 5.0 ​ 5.44 ​ Probability of Acquisition ​ ​ 75.0 % ​ 80.0 % ​ 80.0 % Volatility ​ ​ 18.0 % ​ 17.6 % 10.9 % Risk-free rate ​ ​ 0.81 % ​ 0.98 % ​ 1.05 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 % ​ 0.00 %
Schedule of change in the fair value of the warrant liabilities	The change in the fair value of the derivative warrant liabilities for the period from June 11, 2021 (Initial Public Offering) through September 30, 2021 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Public Warrant Warrant Liability Fair value as of June 11, 2021 (Initial Public Offering) ​ $ 227,622 ​ $ 8,882,500 ​ $ 9,110,122 Change in valuation inputs or other assumptions (1) ​ ​ 14,153 ​ ​ 541,208 ​ ​ 555,361 Fair value as of June 30, 2021 ​ $ 241,775 ​ $ 9,423,708 ​ $ 9,665,483 Change in valuation inputs or other assumptions (1)(2) ​ ​ (127,919) ​ ​ (5,151,903) ​ ​ (5,259,822) Fair value as of September 30, 2021 ​ $ 113,856 ​ $ 4,291,805 ​ $ 4,405,661 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. (2) Changes are due to the use of quoted prices in an active market (Level 1) and the use of unobservable inputs based on assessment of the assumptions (Level 3) for Public Warrants (after becoming actively traded) and Private Placement Warrants, respectively.

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Jun. 16, 2021USD ($)$ / sharesshares	Jun. 11, 2021USD ($)$ / sharesshares	Jun. 08, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)itemD$ / shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum | item				1
Purchase price, per unit | $ / shares				$ 10
Payments for investment of cash in Trust Account				$ 183,543,150
Transaction Costs				(8,628,545)
Deferred Offering Costs Noncurrent				5,935,475
Cash held in its operating account				$ 251,468
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80.00%
Condition for future business combination threshold Percentage Ownership				50
Condition for future business combination threshold Net Tangible Assets				$ 5,000,001
Redemption limit percentage without prior consent				15.00%
Share redemption price of shares | $ / shares				$ 10.05
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | D				5
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%
Maximum Allowed Dissolution Expenses				$ 50,000
Working capital				673,976
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering				300,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering				25,000
IPO
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) | shares		17,000,000
Purchase price, per unit | $ / shares	$ 10	$ 10
Proceeds from issuance initial public offering		$ 170,000,000
Payments for investment of cash in Trust Account	$ 182,630,000
Transaction Costs	8,628,545
Underwriting fees	2,282,875
Deferred Offering Costs Noncurrent	5,935,475
Other offering costs	$ 410,195
Cash held in its operating account				$ 251,468
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) | shares	453,613
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance of private placement	$ 4,536,130
Private Placement | Private Placement Units
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) | shares			431,510
Purchase price, per unit | $ / shares			$ 10
Proceeds from issuance of private placement			$ 4,315,100
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) | shares	1,263,000	18,263,000
Purchase price, per unit | $ / shares	$ 10
Over-allotment option | Private Placement Units
Subsidiary, Sale of Stock [Line Items]
Sale of Private Units (in shares) | shares			22,103
Purchase price, per unit | $ / shares			$ 10
Proceeds from issuance of private placement			$ 221,025

DESCRIPTION OF ORGANIZATION A_4

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Common Stock issued to the public reflected on the balance sheet (Details)	9 Months Ended
	Sep. 30, 2021USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Gross Proceeds	$ 182,630,000
Proceeds allocated to public warrants	(9,542,418)
Transaction Costs	(8,628,545)
Reverse the cost allocation to warrants	450,846
Accretion of carrying value to redemption value	18,633,267
Common stock subject to possible redemption;	$ 183,543,150

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statement - Additional Information (Details) - Restatement of redeemable common stock as temporary equity	Sep. 30, 2021USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net tangible assets to consummate initial business combination	$ 5,000,000
Minimum net tangible assets	$ 5,000,001

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statement - Impact of the Revision (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Jun. 11, 2021	Mar. 31, 2021	Dec. 31, 2020
Stockholders' Equity (Deficit)
Common Stock, $0.0001 par value;	$ 502			$ 502
Accumulated deficit	(9,655,095)			(9,655,095)			$ (478)
Total Stockholder's Equity (Deficit)	$ (9,654,593)	$ (14,794,811)	$ (14,794,811)	$ (9,654,593)		$ (21,108)	$ (478)
Condensed Statements of Operations
Weighted average shares outstanding, basic	23,282,363			12,080,542
Weighted average shares outstanding, diluted	23,282,363			12,080,542
Basic net loss per common share	$ 0.22			$ 0.39
Diluted net loss per common share	$ 0.22			$ 0.39
Condensed Balance Sheets
Total Assets	$ 184,245,821			$ 184,245,821
Common stock subject to possible redemption;	183,543,150			183,543,150
Total Liabilities and Stockholder's Equity	$ 184,245,821			$ 184,245,821
Common stocks issued and outstanding	5,019,363			5,019,363
Common stock subject to redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic	23,282,363			12,080,542
Weighted average shares outstanding, diluted	23,282,363			12,080,542
Basic net loss per common share	$ 0.22			$ 0.39
Diluted net loss per common share	$ 0.22			$ 0.39
Condensed Balance Sheets
Common stocks subject to possible redemption	18,263,000			18,263,000			0
Common Stock Not Subject To Redemption
Condensed Balance Sheets
Common stocks issued and outstanding	5,019,363			5,019,363
Sponsor
Stockholders' Equity (Deficit)
Additional paid-in capital		32	32
Accumulated deficit		$ 32	$ 32
Condensed Balance Sheets
Common stocks issued and outstanding		321,750	321,750
Restatement of redeemable common stock as temporary equity
Stockholders' Equity (Deficit)
Common Stock, $0.0001 par value;		$ 502	$ 502		$ 531
Accumulated deficit		(14,795,313)	(14,795,313)		(13,750,236)
Total Stockholder's Equity (Deficit)		(14,794,811)	(14,794,811)		(13,749,705)
Condensed Balance Sheets
Common stock subject to possible redemption;		$ 183,543,150	$ 183,543,150		$ 170,850,000
Common stocks subject to possible redemption		18,263,000	18,263,000		17,000,000
Common stocks issued and outstanding		5,019,363	5,019,363
Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		17,930,632	1,882,221
Weighted average shares outstanding, diluted		17,930,632	1,882,221
Basic net loss per common share		$ (0.02)	$ (0.08)
Diluted net loss per common share		$ (0.02)	$ (0.08)
Restatement of redeemable common stock as temporary equity | Class A Common Stock Not Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		210,717	4,504,578
Weighted average shares outstanding, diluted		210,717	4,504,578
Basic net loss per common share		$ (0.02)	$ (0.08)
Diluted net loss per common share		$ (0.02)	$ (0.08)
As previously reported | Restatement of redeemable common stock as temporary equity
Stockholders' Equity (Deficit)
Common Stock, $0.0001 par value;		$ 699	$ 699		$ 718
Additional paid-in capital		5,482,691	5,482,691		5,489,923
Accumulated deficit		(483,389)	(483,389)		(490,639)
Total Stockholder's Equity (Deficit)		5,000,001	5,000,001		5,000,001
Condensed Balance Sheets
Common stock subject to possible redemption;		$ 163,748,338	$ 163,748,338		$ 152,100,294
Common stocks subject to possible redemption		16,615,117	16,615,117		15,134,358
Common stocks issued and outstanding		6,988,996	6,988,996
As previously reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		15,985,656	15,985,656
Weighted average shares outstanding, diluted		15,985,656	15,958,656
Basic net loss per common share		$ 0	$ 0
Diluted net loss per common share		$ 0	$ 0
As previously reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock Not Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		5,987,510	5,424,660
Weighted average shares outstanding, diluted		5,987,510	5,424,660
Basic net loss per common share		$ (0.07)	$ (0.09)
Diluted net loss per common share		$ (0.07)	$ (0.09)
Adjustment | Restatement of redeemable common stock as temporary equity
Stockholders' Equity (Deficit)
Common Stock, $0.0001 par value;		$ (197)	$ (197)		$ (187)
Additional paid-in capital		(5,482,723)	(5,482,723)		(5,489,923)
Accumulated deficit		(14,311,892)	(14,311,892)		(13,259,597)
Total Stockholder's Equity (Deficit)		(19,794,812)	(19,794,812)		(18,749,707)
Condensed Balance Sheets
Common stock subject to possible redemption;		$ 19,794,812	$ 19,794,812		$ 18,749,706
Common stocks subject to possible redemption		1,647,883	1,647,883		1,865,642
Common stocks issued and outstanding		(1,647,883)	(1,647,883)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		1,944,976	(14,103,435)
Weighted average shares outstanding, diluted		1,944,976	(14,103,435)
Basic net loss per common share		$ (0.02)	$ (0.08)
Diluted net loss per common share		$ (0.02)	$ (0.08)
Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock Not Subject to Redemption
Condensed Statements of Operations
Weighted average shares outstanding, basic		(5,776,793)	(920,082)
Weighted average shares outstanding, diluted		(5,776,793)	(920,082)
Basic net loss per common share		$ 0.05	$ 0.01
Diluted net loss per common share		$ 0.05	$ 0.01
Restatement adjustment of forfeiture shares | Restatement of redeemable common stock as temporary equity
Stockholders' Equity (Deficit)
Additional paid-in capital		$ 32	$ 32
Accumulated deficit		$ (32)	$ (32)
Condensed Balance Sheets
Common stocks issued and outstanding		(321,750)	(321,750)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021
Cash		$ 251,468	$ 251,468
Cash equivalents		$ 0	0
Aggregate offering costs			8,216,350
Underwriting discount amount			2,282,875
Deferred underwriting discount			5,935,475
Other offering costs			410,195
Statutory tax rate (as a percent)	21.00%	21.00%
Unrecognized tax benefits		$ 0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0
Warrants exercisable			9,538,306
Public Warrants
Number of warrants to purchase shares issued		9,131,500	9,131,500
Private Placement Warrants
Number of warrants to purchase shares issued		226,806	226,806

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Denominator:
Basic weighted average number of common share	23,282,363	12,080,542
Diluted weighted average number of common share	23,282,363	12,080,542
Basic net income per common share	$ 0.22	$ 0.39
Diluted net income per common share	$ 0.22	$ 0.39
Common stock subject to redemption
Numerator:
Net income allocable to common stock subject to possible redemption	$ 5,140,218	$ 4,687,307
Denominator:
Basic weighted average number of common share	23,282,363	12,080,542
Diluted weighted average number of common share	23,282,363	12,080,542
Basic net income per common share	$ 0.22	$ 0.39
Diluted net income per common share	$ 0.22	$ 0.39

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jun. 16, 2021	Jun. 11, 2021	Jun. 08, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 10
IPO
Subsidiary, Sale of Stock [Line Items]
Number of units sold		17,000,000
Number of units sold including partial exercise by underwriters			18,263,000
Purchase price, per unit	$ 10	$ 10
Number of shares in a unit			1
Number of shares issuable per warrant			0.5
IPO | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.5
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,263,000	18,263,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Jun. 16, 2021	Sep. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,536,125
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		226,806
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	453,613
Price of warrants	$ 10
Aggregate purchase price	$ 4,536,125

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Jun. 08, 2021D$ / sharesshares	Jan. 15, 2021USD ($)shares	Mar. 31, 2021USD ($)	Sep. 30, 2021shares	Jun. 30, 2021shares	Jun. 16, 2021shares	Dec. 31, 2020shares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Common shares, shares issued				5,019,363
Common shares, shares outstanding							0
Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture				321,750
Common shares, shares issued					321,750
Number Of Shares Subject To Forfeiture				321,750
Founder Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture						321,750
Common shares, shares issued				4,565,750
Common shares, shares outstanding				4,565,750
Number Of Shares Subject To Forfeiture						321,750
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price | $		$ 25,000
Number of shares issued		5,750,000
Share dividend	862,500
Aggregate number of shares owned	4,887,500
Shares subject to forfeiture	637,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Restrictions on transfer period of time after business combination completion	6 months
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) | $ / shares	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D	30
Number Of Shares Subject To Forfeiture	637,500

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Jul. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Jan. 31, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Repayment of promissory note - related party	$ 650,000
Outstanding balance of related party note		$ 0	$ 143,563
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		10,000
Expenses incurred and paid		40,000
Related Party Loans | Working Captial Loans
Related Party Transaction [Line Items]
Outstanding balance of related party note		0
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 10

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - item	9 Months Ended
	Sep. 30, 2021	Jan. 04, 2021
Loss Contingencies [Line Items]
Maximum number of demands for registration of securities		3
Minimum [Member]
Loss Contingencies [Line Items]
Piggyback registration rights term	5 years
Maximum [Member]
Loss Contingencies [Line Items]
Piggyback registration rights term	7 years

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	9 Months Ended
	Sep. 30, 2021USD ($)D$ / sharesshares	Jun. 30, 2021USD ($)	Jun. 11, 2021USD ($)
Class of Warrant or Right [Line Items]
Warrants issued | shares	9,358,306
Warrant Liability | $	$ 4,405,661	$ 9,665,483	$ 9,110,122
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants issued | shares	226,806
Warrant Liability | $	$ 113,856	241,775	227,622
Public Warrants
Class of Warrant or Right [Line Items]
Warrants issued | shares	9,131,500
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Restrictions on transfer period of time after business combination completion	30 days
Warrant Liability | $	$ 4,291,805	$ 9,423,708	$ 8,882,500
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Share price trigger used to measure dilution of warrant | $ / shares	$ 18
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption period	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Share price trigger used to measure dilution of warrant | $ / shares	$ 10
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.10
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption period	30 days

STOCKHOLDER'S EQUITY (DEFICIT)

STOCKHOLDER'S EQUITY (DEFICIT) - Common Stock Shares (Details)	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	5,019,363
Common shares, shares outstanding (in shares)		0
Common stock subject to redemption
Class of Stock [Line Items]
Temporary equity, shares issued	18,263,000
Temporary equity, shares outstanding	18,263,000	0
Common Stock Not Subject To Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	5,019,363
Common shares, shares outstanding (in shares)	5,019,363
Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	10,000,000

STOCKHOLDER'S EQUITY (DEFICIT_2

STOCKHOLDER'S EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDER'S EQUITY (DEFICIT)
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Jun. 11, 2021
Assets:
Cash held in the Trust Account	$ 251,468
Marketable securities held in Trust Account	183,555,717
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 4,405,661	$ 9,665,483	$ 9,110,122
Warrants issued	9,358,306
Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 4,291,805	9,423,708	8,882,500
Warrants issued	9,131,500
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 113,856	$ 241,775	$ 227,622
Warrants issued	226,806
Warrants
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 4,405,661
U.S. Treasury Securities
Assets:
Cash held in the Trust Account	183,555,717
Level 1
Assets:
Marketable securities held in Trust Account	183,555,717
Level 1 | Public Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	4,291,805
Level 3 | Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant Liability	$ 113,856

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021	Jun. 30, 2021	Jun. 11, 2021
Exercise price | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		11.50	11.50
Exercise price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50
Share price | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		10	10
Share price | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.88
Expected term (years) | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		5	5
Expected term (years) | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.44
Probability of Acquisition | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		80	75
Probability of Acquisition | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	80
Volatility | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		17.6	18
Volatility | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.9
Risk-free rate | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0.98	0.81
Risk-free rate | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.05
Dividend yield | Public Warrants and Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input		0	0
Dividend yield | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Jun. 11, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	$ 9,665,483	$ 4,405,661	$ 4,405,661	$ 9,110,122
Change in fair value of warrant liability	555,361	(5,259,822)	(5,376,037)
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	9,423,708	4,291,805	4,291,805	8,882,500
Change in fair value of warrant liability	541,208	(5,151,903)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability	241,775	113,856	113,856	$ 227,622
Change in fair value of warrant liability	$ 14,153	(127,919)
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant Liability		$ 113,856	$ 113,856

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Oct. 28, 2021USD ($)
Subsequent Event
Subsequent Event [Line Items]
Amount deposited in operating bank account	$ 387,868