OceanTech Acquisitions I (OTEC) 10-Q/A 6 Dec 21 2021 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	8 Months Ended
	Sep. 30, 2021	Dec. 03, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity Registrant Name	OceanTech Acquisitions I Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40450
Entity Tax Identification Number	85-2122558
Entity Address, Address Line One	515 Madison Avenue, 8th Floor – Suite 8133
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	929
Local Phone Number	412-1272
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 Central Index Key	0001846809
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	false
Units, each consisting of one share of Class A common stock and one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common
Trading Symbol	OTECU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	OTEC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		10,429,260
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	OTECW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,581,500

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 370,743
Prepaid expenses	310,411
Due from sponsor	9,000
Total current assets	690,154
Prepaid expenses - non-current	181,452
Cash held in trust account	104,293,903
Total Assets	105,165,509
Liabilities and Stockholder's Deficit
Accounts payable and accrued costs	246,485
Promissory note - related party	163,039
Due to related party	41,667
Total current liabilities	451,191
Warrant liability	6,681,750
Deferred underwriter's discount	3,614,100
Total Liabilities	10,747,041
Commitments and Contingencies
Stockholder's Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(9,874,401)
Total stockholders' Deficit	(9,874,132)
Total liabilities and stockholders' Deficit	105,165,509
Class A Common Stock
Liabilities and Stockholder's Deficit
Class A common stock subject to redemption	104,292,600
Stockholder's Deficit:
Common stock	10
Class A Common Stock Subject to Redemption
Liabilities and Stockholder's Deficit
Class A common stock subject to redemption	104,292,600
Class B Common Stock
Stockholder's Deficit:
Common stock	$ 259

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Sep. 30, 2021$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A common stock subject to possible redemption, shares par value | $ / shares	$ 10.10
Class A Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	100,000,000
Common shares, shares issued	103,260
Common shares, shares outstanding	103,260
Class A common stock subject to possible redemption	10,326,000
Class A Common Stock Subject to Redemption
Class A common stock subject to possible redemption	10,326,000
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	10,000,000
Common shares, shares issued	2,581,500
Common shares, shares outstanding	2,581,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	8 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Formation and operating costs	$ 339,430	$ 406,067
Loss from operations	(339,430)	(406,067)
Other income (expense)
Offering costs allocated to warrants		(690,542)
Interest income	1,303	1,303
Change in fair value of warrants	6,775,674	6,775,674
Total other income	6,776,977	6,086,435
Net income	$ 6,437,547	$ 5,680,368
Non-redeemable common stock
Other income (expense)
Basic and diluted weighted average shares outstanding	2,684,760	2,586,494
Basic and diluted net income per share	$ 0.49	$ 0.44
Class A Common Stock Subject to Redemption
Other income (expense)
Basic and diluted weighted average shares outstanding	10,326,000	10,285,587
Basic and diluted net income per share	$ 0.49	$ 0.44

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class A Common StockCommon Stock	Class B Common StockCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 02, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 02, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B common stock issued to Sponsor		$ 288	24,712		25,000
Class B common stock issued to Sponsor (in shares)		2,875,000
Net loss				(5,804)	(5,804)
Balance at the end at Mar. 31, 2021		$ 288	24,712	(5,804)	19,196
Balance at the end (in shares) at Mar. 31, 2021		2,875,000
Balance at the beginning at Feb. 02, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Feb. 02, 2021	0	0
Balance at the end at Jun. 30, 2021	$ (10)	$ (259)		16,311,948	16,311,679
Balance at the end (in shares) at Jun. 30, 2021	(103,260)	(2,581,500)
Balance at the beginning at Feb. 02, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Feb. 02, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					5,680,368
Balance at the end at Sep. 30, 2021	$ 10	$ 259		(9,874,401)	(9,874,132)
Balance at the end (in shares) at Sep. 30, 2021	103,260	2,581,500
Balance at the beginning at Mar. 31, 2021		$ 288	24,712	(5,804)	19,196
Balance at the beginning (in shares) at Mar. 31, 2021		2,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Units through initial public offering, including representative shares, net of offering costs and initial fair value of public warrants	$ 1,043		88,310,540		88,311,583
Sale of Units through initial public offering, including representative shares, net of offering costs and initial fair value of public warrants (in shares)	10,429,260
Proceeds in excess of fair value of private placements warrants			401,517		401,517
Forfeiture of founder shares		$ (29)	29
Forfeiture of founder shares (in shares)		(293,500)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99	$ (1,033)		$ (88,736,798)	(15,554,769)	(104,292,600)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 (in shares)	(10,326,000)
Net loss				(751,375)	(751,375)
Balance at the end at Jun. 30, 2021	$ (10)	$ (259)		16,311,948	16,311,679
Balance at the end (in shares) at Jun. 30, 2021	(103,260)	(2,581,500)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				6,437,547	6,437,547
Balance at the end at Sep. 30, 2021	$ 10	$ 259		$ (9,874,401)	$ (9,874,132)
Balance at the end (in shares) at Sep. 30, 2021	103,260	2,581,500

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	8 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 5,680,368
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs paid by Sponsor	5,564
Offering costs allocated to warrants	690,542
Interest earned on investment in trust	(1,303)
Change in fair value of warrants	(6,775,674)
Changes in current assets and liabilities:
Due to related party	41,667
Accrued expenses	278,985
Prepaid expenses	(491,863)
Due from sponsor	(9,000)
Net cash used in operating activities	(580,714)
Cash Flows from Investing Activities:
Investment of cash in trust account	(104,292,600)
Net cash used in investing activities	(104,292,600)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of underwriting discount	100,909,536
Proceeds from private placement	4,668,800
Proceeds from the sale of founders' shares	25,000
Proceeds from issuance of promissory note to related party	124,975
Payment of deferred offering costs	(484,254)
Net cash provided by financing activities	105,244,057
Net Change in Cash	370,743
Cash - Beginning	0
Cash - Ending	370,743
Supplemental Disclosure of Non-cash Financing Activities:
Deferred offering costs paid by Sponsor under the promissory note	32,500
Deferred underwriting commissions payable charged to additional paid-in-capital	3,614,100
Initial classification of warrant liability	13,457,424
Initial value of Class A common stock subject to possible redemption	$ 104,292,600

Organization, Business Operatio

Organization, Business Operation and Going Concern	8 Months Ended
	Sep. 30, 2021
Organization, Business Operation and Going Concern
Organization, Business Operation and Going Concern	Note 1—Organization, Business Operation and Going Concern OceanTech Acquisitions I Corp. (the “Company”) is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the public offering (the “Initial Public Offering”) as defined below, and, since the closing of the initial public offering, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 4. Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which 3,871,000 Private Placement Warrants were purchased by the Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000. Transaction costs of the Initial Public Offering amounted to $7,163,018 consisting of $2,000,000 of underwriting discount, $3,500,000 of deferred underwriting discount, $662,018 of other offering costs, and $1,001,000 of the fair value of the representative underwriter’s shares. Of the transaction costs, $690,542 is included within accumulated deficit and $6,472,476 is included in equity. The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees. Liquidity At September 30, 2021, we had cash of $370,743 and working capital of $238,963. The Company’s liquidity needs up to September 30, 2021 were satisfied through the proceeds of $25,000 from the sale of the founder shares (Note 6), a loan of $163,039 under an unsecured and noninterest bearing promissory note – related party (Note 6), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account (“Trust Account”) located in the United States at JPMorgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, June 2, 2022 or twelve months from the date of issuance of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the COVID-19 virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	8 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2—Restatement of Previously Issued Financial Statements In the Company’s previously issued financial statements, a portion of the Class A common stock subject to possible redemption was classified as permanent equity to maintain stockholders’ equity 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 common stock subject to possible redemption as permanent equity to satisfy the $5,000,000 permanent equity requirement. Management has reviewed the Company’s initial application of ASC 480-10-99 to its accounting classification of Class A common stock subject to possible redemption and determined that the Class A common stock subject to possible redemption includes certain provisions outside of the Company’s control that requires Class A common stock subject to possible redemption to be presented as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial Business Combination. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and loss shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and loss of the Company. 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 the previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to (i) report all Class A common stock subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and (iii) to correct its earnings per share calculation. As such, the Company is restating those periods in this Form 10-Q/A. Impact of the Restatement The impact of the restatement to the balance sheet as of June 2, 2021 and the balance sheet and the earnings per share disclosed in the income statement as of as of June 30, 2021 are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As ​ ​ ​ ​ ​ ​ previously ​ ​ ​ ​ ​ ​ reported ​ Adjustments ​ Restated Balance Sheet as of June 2, 2021 (audited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to redemption ​ $ 80,338,703 ​ $ 20,661,297 ​ $ 101,000,000 Class A common stock ​ $ 215 ​ $ (205) ​ $ 10 Class B common stock ​ $ 288 ​ $ — ​ $ 288 Additional paid-in capital ​ $ 5,708,316 ​ $ (5,708,316) ​ $ — Accumulated deficit ​ $ (708,808) ​ $ (14,952,776) ​ $ (15,661,584) Total Stockholders’ Equity (Deficit) ​ $ 5,000,011 ​ $ (20,661,297) ​ $ (15,661,286) Class A common stock subject to redemption ​ ​ 7,954,327 ​ ​ 2,045,673 ​ ​ 10,000,000 Class A common stock ​ 2,145,673 ​ (2,045,673) ​ 100,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ Class A common stock subject to redemption ​ $ 82,980,912 ​ $ 21,311,688 ​ $ 104,292,600 Class A common stock ​ $ 222 ​ $ (212) ​ $ 10 Class B common stock ​ $ 259 ​ $ — ​ $ 259 Additional paid-in capital ​ $ 5,756,707 ​ $ (5,756,707) ​ $ — Accumulated deficit ​ $ (757,179) ​ $ (15,554,769) ​ $ (16,311,948) Total Stockholders’ Equity (Deficit) ​ $ 5,000,009 ​ $ (21,311,688) ​ $ (16,311,679) Class A common stock subject to redemption ​ $ 8,215,932 ​ $ 2,110,068 ​ $ 10,326,000 Class A common stock ​ 2,213,328 ​ (2,110,068) ​ 103,260 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the three months ended June 30, 2021 (unaudited) ​ ​ ​ Basic and diluted Class A weighted-average shares outstanding ​ 2,667,815 ​ 396,207 ​ 3,064,022 Basic and diluted Class A net income (loss) per share ​ $ — ​ $ (0.13) ​ $ (0.13) Basic and diluted Class B weighted-average shares outstanding ​ 3,534,721 ​ (995,137) ​ 2,539,587 Basic and diluted Class B net loss per share ​ $ (0.21) ​ $ 0.08 ​ $ (0.13) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted Class A weighted-average shares outstanding ​ 8,088,007 ​ (5,998,022) ​ 2,089,985 Basic and diluted Class A net income (loss) per share ​ $ — ​ $ (0.16) ​ $ (0.16) Basic and diluted Class B weighted-average shares outstanding ​ 3,280,641 ​ (754,444) ​ 2,526,197 Basic and diluted Class B net loss per share ​ $ (0.23) ​ $ 0.07 ​ $ (0.16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of changes in Stockholders’ equity for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption at June 2, 2021 ​ $ (80,338,703) ​ $ 80,338,703 ​ $ — Change in Class A common stock subject to possible redemption at June 30, 2021 ​ $ (2,642,209) ​ $ 2,642,209 ​ $ — Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 ​ $ — ​ $ (104,292,600) ​ $ (104,292,600) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of cash flows for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-cash Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial value of Class A common stock subject to possible redemption ​ $ 80,337,908 ​ $ 23,954,692 ​ $ 104,292,600 Change in value of Class A common stock subject to possible redemption ​ $ 2,642,183 ​ $ (2,642,183) ​ $ — ​

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 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 financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section102(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 an emerging growth 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 these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of September 30, 2021. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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. Accordingly, for the period from February 3, 2021 (inception) through September 30, 2021, offering costs in the aggregate of $7,163,018 (consisting of $2,000,000 of underwriting commissions, $3,500,000 of deferred underwriter’s commission and $691,434 of other cash offering costs) have been incurred, of which $690,542 were allocated to warrants and expensed and $7,482,451 were allocated to Class A common stock subject to possible redemption and were charged to against the carrying value of the Class A common stock subject to possible redemption. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 14,994,800 shares of Class A common stock subject to possible redemption in the calculation of diluted income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The basic and diluted income per common stock is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the For the ​ ​ Three Months ended ​ Nine Months ended ​ ​ September 30, 2021 ​ September 30, 2021 Common stock subject to possible redemption ​ ​ Numerator: ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 5,109,164 ​ $ 4,538,965 Denominator: ​ ​ Weighted Average Redeemable Class A common stock, basic and diluted ​ 10,326,000 ​ 10,285,587 Basic and Diluted net income per share, redeemable Class A common stock ​ $ 0.49 ​ $ 0.44 ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ Numerator: ​ ​ Net income allocable to non-redeemable common stock ​ $ 1,328,383 ​ $ 1,141,403 Denominator: ​ ​ ​ ​ ​ ​ Weighted Average non-redeemable common stock, basic and diluted ​ 2,684,760 ​ 2,586,494 Basic and diluted net income per share, common stock ​ $ 0.49 ​ $ 0.44 ​ Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 3, 2021 (inception) through September 30, 2021. Redeemable Share Classification All of the 10,326,000 Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross Proceeds $ 103,260,000 Less: ​ Proceeds allocated to public warrants ​ (9,190,140) Issuance costs related to Class A common stock subject to possible redemption ​ (7,482,451) Plus: ​ Accretion of carrying value to redemption value ​ 17,705,191 Contingently redeemable Class A common stock subject to possible redemption ​ $ 104,292,600 ​ Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Initial Public Offering.
Initial Public Offering	Note 4 — Initial Public Offering On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one redeemable warrant of the Company (“Warrant”), each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.

Private Placement

Private Placement	8 Months Ended
	Sep. 30, 2021
Private Placement.
Private Placement	Note 5 — Private Placement On June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which 3,871,000 Private Placement Warrants were purchased by the Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000. On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units. Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement of an aggregate of 97,800 Private Placement Warrants, of which 74,980 Private Placement Warrants were purchased by the Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $97,800. The Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares In February 2021, the Sponsor paid $25,000 to cover certain offering costs in consideration for 2,875,000 Class B shares (the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus, up to 375,000 of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and hence 293,500 shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder Shares. The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing 150 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions. Promissory Note—Related Party On February 14, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans are non-interest bearing, unsecured and was due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. During the period from February 3, 2021 (inception) through September 30, 2021, the Company had borrowed $163,039 under the promissory note, all of which remains outstanding as of September 30, 2021. Due from Sponsor The Company inadvertently transferred $9,000 from the SPAC’s operating account to the Sponsor’s bank account on May 26, 2021. As of September 30, 2021, $9,000 is payable to the Company from the Sponsor. Due to Related Party The balance of $41,667 represents the amount accrued for the administrative support services provided by Sponsor from the day the Company first listed on the Nasdaq Capital Market (defined below) to September 30, 2021. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of September 30, 2021, no such Working Capital Loans were outstanding which are included in accrued expenses. Administrative Support Agreement The Company has agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s initial Business Combination or liquidation of the Company. As of September 30, 2021, the Company incurred $41,667 in administrative support fees.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	8 Months Ended
	Sep. 30, 2021
Derivative Warrant Liabilities
Derivative Warrant Liabilities	Note 7 —Derivative Warrant Liabilities As of September 30, 2021, there were 10,326,000 and 4,668,800 public warrants and Private Placement Warrants, respectively, outstanding. Public Warrants Each Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the 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 Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Private Placement Warrants The Private Placement Warrants and the underlying securities, are identical to the public warrants sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 8 —Fair Value Measurements The following table presents information about the Company’s assets and 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 ​ ​ September 30, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account $ 104,293,903 ​ $ 104,293,903 $ — ​ $ — ​ ​ $ 104,293,903 ​ $ 104,293,903 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability- public ​ $ 4,543,440 ​ $ 4,543,440 ​ $ — ​ $ — Warrant Liability- private ​ $ 2,138,310 ​ $ — ​ $ — ​ $ 2,138,310 Total Warrant Liability ​ $ 6,681,750 ​ $ 4,543,440 ​ $ — ​ $ 2,138,310 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the quarter ended September 30, 2021, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level 3 to Level 1. There were no other transfers between levels for period Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. At September 30, 2021, the Company’s Warrant liability was valued at $6,681,750. Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s Warrant liability is based on a valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Warrant liability is classified within Level 3 of the fair value hierarchy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Total ​ ​ ​ ​ ​ Placement ​ Warrant ​ ​ Public Warrants ​ Warrants ​ Liabilities Warrant liabilities at February 3, 2021 (inception) ​ $ — ​ $ — ​ $ — Issuance of public and private placement warrants in connection with IPO ​ $ 8,900,000 ​ 4,177,894 ​ $ 13,077,894 Issuance of public and private placement warrants in connection with partial exercise of overallotment ​ 290,140 ​ 89,390 ​ 379,530 Warrant liabilities at June 30, 2021 ​ $ 9,190,140 ​ ​ 4,267,284 ​ $ 13,457,424 Change in Fair Value ​ ​ (4,646,700) ​ ​ (2,128,974) ​ ​ (6,775,674) Warrant liabilities at September 30, 2021 ​ ​ 4,543,440 ​ 2,138,310 ​ ​ 6,681,750 ​ The Company established the initial fair value for the public and Private Placement Warrants in June 2021. The Company utilized 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. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock 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 key inputs into the modified Black-Scholes model were as follows in September 2021: ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.06 % Expected term (years) ​ 5.50 ​ Expected volatility ​ 18.0 % Stock price $ 9.91 ​ Strike price ​ $ 11.50 ​ Probability of business combination ​ 70 % ​

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies.
Commitments and Contingencies	Note 9 — Commitments and Contingencies ​ Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriter had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000. On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option. The underwriter was entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $2,000,000 (or up to $2,300,000 if the underwriter’s over-allotment option is exercised in full). Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $3,500,000 (or up to $4,025,000 if the underwriter’s over-allotment option is exercised in full) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Class A Common Stock The Company has issued to Maxim Group LLC and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a Business Combination from the closing of the Initial Public Offering. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the offering pursuant to Rule 5110(e)(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2). Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the commencement of sales of the Initial Public Offering.

Stockholders' Equity

Stockholders' Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity
Stockholders' Equity	Note 10 — Stockholders’ Equity Preferred Stock — outstanding Class A common stock— outstanding, Class B common stock outstanding The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the Founder Shares will no longer be subject to the Lock-up. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company). Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2(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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section102(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 an emerging growth 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 these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of September 30, 2021.
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the issuance of Class A common stock subject to possible redemption were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions 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. Accordingly, for the period from February 3, 2021 (inception) through September 30, 2021, offering costs in the aggregate of $7,163,018 (consisting of $2,000,000 of underwriting commissions, $3,500,000 of deferred underwriter’s commission and $691,434 of other cash offering costs) have been incurred, of which $690,542 were allocated to warrants and expensed and $7,482,451 were allocated to Class A common stock subject to possible redemption and were charged to against the carrying value of the Class A common stock subject to possible redemption.
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Fair Value Measurement	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. 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 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 14,994,800 shares of Class A common stock subject to possible redemption in the calculation of diluted income per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The basic and diluted income per common stock is calculated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the For the ​ ​ Three Months ended ​ Nine Months ended ​ ​ September 30, 2021 ​ September 30, 2021 Common stock subject to possible redemption ​ ​ Numerator: ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 5,109,164 ​ $ 4,538,965 Denominator: ​ ​ Weighted Average Redeemable Class A common stock, basic and diluted ​ 10,326,000 ​ 10,285,587 Basic and Diluted net income per share, redeemable Class A common stock ​ $ 0.49 ​ $ 0.44 ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ Numerator: ​ ​ Net income allocable to non-redeemable common stock ​ $ 1,328,383 ​ $ 1,141,403 Denominator: ​ ​ ​ ​ ​ ​ Weighted Average non-redeemable common stock, basic and diluted ​ 2,684,760 ​ 2,586,494 Basic and diluted net income per share, common stock ​ $ 0.49 ​ $ 0.44
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 3, 2021 (inception) through September 30, 2021.
Redeemable Share Classification	Redeemable Share Classification All of the 10,326,000 Class A Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock. As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross Proceeds $ 103,260,000 Less: ​ Proceeds allocated to public warrants ​ (9,190,140) Issuance costs related to Class A common stock subject to possible redemption ​ (7,482,451) Plus: ​ Accretion of carrying value to redemption value ​ 17,705,191 Contingently redeemable Class A common stock subject to possible redemption ​ $ 104,292,600
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	8 Months Ended
	Sep. 30, 2021
Restatement of Previously Issued Financial Statements
Schedule of impact of the revision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As ​ ​ ​ ​ ​ ​ previously ​ ​ ​ ​ ​ ​ reported ​ Adjustments ​ Restated Balance Sheet as of June 2, 2021 (audited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to redemption ​ $ 80,338,703 ​ $ 20,661,297 ​ $ 101,000,000 Class A common stock ​ $ 215 ​ $ (205) ​ $ 10 Class B common stock ​ $ 288 ​ $ — ​ $ 288 Additional paid-in capital ​ $ 5,708,316 ​ $ (5,708,316) ​ $ — Accumulated deficit ​ $ (708,808) ​ $ (14,952,776) ​ $ (15,661,584) Total Stockholders’ Equity (Deficit) ​ $ 5,000,011 ​ $ (20,661,297) ​ $ (15,661,286) Class A common stock subject to redemption ​ ​ 7,954,327 ​ ​ 2,045,673 ​ ​ 10,000,000 Class A common stock ​ 2,145,673 ​ (2,045,673) ​ 100,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet as of June 30, 2021 (unaudited) ​ ​ ​ Class A common stock subject to redemption ​ $ 82,980,912 ​ $ 21,311,688 ​ $ 104,292,600 Class A common stock ​ $ 222 ​ $ (212) ​ $ 10 Class B common stock ​ $ 259 ​ $ — ​ $ 259 Additional paid-in capital ​ $ 5,756,707 ​ $ (5,756,707) ​ $ — Accumulated deficit ​ $ (757,179) ​ $ (15,554,769) ​ $ (16,311,948) Total Stockholders’ Equity (Deficit) ​ $ 5,000,009 ​ $ (21,311,688) ​ $ (16,311,679) Class A common stock subject to redemption ​ $ 8,215,932 ​ $ 2,110,068 ​ $ 10,326,000 Class A common stock ​ 2,213,328 ​ (2,110,068) ​ 103,260 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the three months ended June 30, 2021 (unaudited) ​ ​ ​ Basic and diluted Class A weighted-average shares outstanding ​ 2,667,815 ​ 396,207 ​ 3,064,022 Basic and diluted Class A net income (loss) per share ​ $ — ​ $ (0.13) ​ $ (0.13) Basic and diluted Class B weighted-average shares outstanding ​ 3,534,721 ​ (995,137) ​ 2,539,587 Basic and diluted Class B net loss per share ​ $ (0.21) ​ $ 0.08 ​ $ (0.13) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of Operations for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted Class A weighted-average shares outstanding ​ 8,088,007 ​ (5,998,022) ​ 2,089,985 Basic and diluted Class A net income (loss) per share ​ $ — ​ $ (0.16) ​ $ (0.16) Basic and diluted Class B weighted-average shares outstanding ​ 3,280,641 ​ (754,444) ​ 2,526,197 Basic and diluted Class B net loss per share ​ $ (0.23) ​ $ 0.07 ​ $ (0.16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of changes in Stockholders’ equity for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption at June 2, 2021 ​ $ (80,338,703) ​ $ 80,338,703 ​ $ — Change in Class A common stock subject to possible redemption at June 30, 2021 ​ $ (2,642,209) ​ $ 2,642,209 ​ $ — Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 ​ $ — ​ $ (104,292,600) ​ $ (104,292,600) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statement of cash flows for the period from February 3, 2021 (inception) through June 30, 2021 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Non-cash Activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial value of Class A common stock subject to possible redemption ​ $ 80,337,908 ​ $ 23,954,692 ​ $ 104,292,600 Change in value of Class A common stock subject to possible redemption ​ $ 2,642,183 ​ $ (2,642,183) ​ $ —

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Reconciliation of Net Loss per Common Share	​ ​ ​ ​ ​ ​ ​ ​ ​ For the For the ​ ​ Three Months ended ​ Nine Months ended ​ ​ September 30, 2021 ​ September 30, 2021 Common stock subject to possible redemption ​ ​ Numerator: ​ ​ Net income allocable to Class A common stock subject to possible redemption ​ $ 5,109,164 ​ $ 4,538,965 Denominator: ​ ​ Weighted Average Redeemable Class A common stock, basic and diluted ​ 10,326,000 ​ 10,285,587 Basic and Diluted net income per share, redeemable Class A common stock ​ $ 0.49 ​ $ 0.44 ​ ​ ​ ​ ​ ​ ​ Non-redeemable common stock ​ ​ Numerator: ​ ​ Net income allocable to non-redeemable common stock ​ $ 1,328,383 ​ $ 1,141,403 Denominator: ​ ​ ​ ​ ​ ​ Weighted Average non-redeemable common stock, basic and diluted ​ 2,684,760 ​ 2,586,494 Basic and diluted net income per share, common stock ​ $ 0.49 ​ $ 0.44
Schedule of Class A Common Stock reconciliation	As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross Proceeds $ 103,260,000 Less: ​ Proceeds allocated to public warrants ​ (9,190,140) Issuance costs related to Class A common stock subject to possible redemption ​ (7,482,451) Plus: ​ Accretion of carrying value to redemption value ​ 17,705,191 Contingently redeemable Class A common stock subject to possible redemption ​ $ 104,292,600

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	8 Months Ended
	Sep. 30, 2021
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices In Significant Other Significant Other ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs ​ ​ September 30, 2021 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market held in Trust Account $ 104,293,903 ​ $ 104,293,903 $ — ​ $ — ​ ​ $ 104,293,903 ​ $ 104,293,903 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability- public ​ $ 4,543,440 ​ $ 4,543,440 ​ $ — ​ $ — Warrant Liability- private ​ $ 2,138,310 ​ $ — ​ $ — ​ $ 2,138,310 Total Warrant Liability ​ $ 6,681,750 ​ $ 4,543,440 ​ $ — ​ $ 2,138,310
Schedule of change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Total ​ ​ ​ ​ ​ Placement ​ Warrant ​ ​ Public Warrants ​ Warrants ​ Liabilities Warrant liabilities at February 3, 2021 (inception) ​ $ — ​ $ — ​ $ — Issuance of public and private placement warrants in connection with IPO ​ $ 8,900,000 ​ 4,177,894 ​ $ 13,077,894 Issuance of public and private placement warrants in connection with partial exercise of overallotment ​ 290,140 ​ 89,390 ​ 379,530 Warrant liabilities at June 30, 2021 ​ $ 9,190,140 ​ ​ 4,267,284 ​ $ 13,457,424 Change in Fair Value ​ ​ (4,646,700) ​ ​ (2,128,974) ​ ​ (6,775,674) Warrant liabilities at September 30, 2021 ​ ​ 4,543,440 ​ 2,138,310 ​ ​ 6,681,750
Public Warrants
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 1.06 % Expected term (years) ​ 5.50 ​ Expected volatility ​ 18.0 % Stock price $ 9.91 ​ Strike price ​ $ 11.50 ​ Probability of business combination ​ 70 %

Organization, Business Operat_2

Organization, Business Operation and Going Concern (Details)	Jun. 21, 2021shares	Jun. 17, 2021USD ($)$ / sharesshares	Jun. 02, 2021USD ($)$ / sharesshares	Feb. 28, 2021shares	Sep. 30, 2021USD ($)shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering					$ 100,909,536
Transaction Costs					690,542
Other offering costs					$ 662,018
Underwriting fees		$ 65,200
Condition for future business combination number of businesses minimum					1
Payments for investment of cash in Trust Account					$ 104,292,600
Working Capital Deficit					238,963
Cash					370,743
Underwriting discount					2,000,000
Deferred underwriting discount					3,500,000
Fair Value of underwriter shares					1,001,000
Transaction costs including accumulated deficit					6,472,476
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			$ 1
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares		$ 10	$ 10
Proceeds from issuance initial public offering		$ 3,260,000	$ 100,000,000
Transaction Costs					$ 7,163,018
Number of units issued | shares			10,000,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		97,800	4,571,000
Price of warrant | $ / shares		$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 97,800	$ 4,571,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Underwriting Option Period					45 days
Shares issued underwriters | shares					1,500,000
Number of units issued | shares	1,174,000	326,000
Gross proceeds		$ 3,260,000
Promissory Note with Related Party
Subsidiary, Sale of Stock [Line Items]
Repayments Of Related Party Advances					$ 163,039
Sponsor | Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		74,980	3,871,000
Sponsor | Founder Share [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares				25,000
Maxim Groups LLC | Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		22,820	700,000

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Impact of the Revision (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Jun. 02, 2021	Mar. 31, 2021	Feb. 02, 2021
Stockholders' equity
Accumulated deficit	$ (9,874,401)			$ (9,874,401)
Total Stockholders' Equity (Deficit)	(9,874,132)	$ 16,311,679	$ 16,311,679	(9,874,132)		$ 19,196	$ 0
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99		(104,292,600)
Initial value of Class A common stock subject to possible redemption				104,292,600
Class A Common Stock
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to redemption	104,292,600			104,292,600
Stockholders' equity
Common stock	$ 10			$ 10
Class A common stock subject to redemption (in shares)	10,326,000			10,326,000
Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to redemption	$ 104,292,600			$ 104,292,600
Stockholders' equity
Class A common stock subject to redemption (in shares)	10,326,000			10,326,000
Basic and diluted weighted average shares outstanding	10,326,000			10,285,587
Basic and diluted net loss per share	$ 0.49			$ 0.44
Class B Common Stock
Stockholders' equity
Common stock	$ 259			$ 259
Common shares, shares outstanding	2,581,500			2,581,500
Non-redeemable common stock
Stockholders' equity
Basic and diluted weighted average shares outstanding	2,684,760			2,586,494
Basic and diluted net loss per share	$ 0.49			$ 0.44
Restatement of redeemable common stock as temporary equity
Stockholders' equity
Accumulated deficit		(16,311,948)	(16,311,948)		$ (15,661,584)
Total Stockholders' Equity (Deficit)		(16,311,679)	(16,311,679)		(15,661,286)
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99			(104,292,600)
Initial value of Class A common stock subject to possible redemption			104,292,600
Restatement of redeemable common stock as temporary equity | Class A Common Stock
Stockholders' equity
Common stock		$ 10	$ 10		$ 10
Common shares, shares outstanding		103,260	103,260		100,000
Basic and diluted weighted average shares outstanding		3,064,022	2,089,985
Basic and diluted net loss per share		$ (0.13)	$ (0.16)
Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to redemption		$ 104,292,600	$ 104,292,600		$ 101,000,000
Stockholders' equity
Class A common stock subject to redemption (in shares)		10,326,000	10,326,000		10,000,000
Restatement of redeemable common stock as temporary equity | Class B Common Stock
Stockholders' equity
Common stock		$ 259	$ 259		$ 288
Basic and diluted weighted average shares outstanding		2,539,587	2,526,197
Basic and diluted net loss per share		$ (0.13)	$ (0.16)
As previously reported | Restatement of redeemable common stock as temporary equity
Stockholders' equity
Additional paid-in capital					5,708,316
Accumulated deficit		$ (757,179)	$ (757,179)		(708,808)
Total Stockholders' Equity (Deficit)		5,000,009	5,000,009		5,000,011
Change in Class A common stock subject to possible redemption			(2,642,209)
Initial value of Class A common stock subject to possible redemption			80,337,908
Change in value of Class A common stock subject to possible redemption			2,642,183
As previously reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Stockholders' equity
Common stock		$ 222	$ 222		$ 215
Common shares, shares outstanding		2,213,328	2,213,328		2,145,673
Basic and diluted weighted average shares outstanding		2,667,815	8,088,007
As previously reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to redemption		$ 82,980,912	$ 82,980,912		$ 80,338,703
Stockholders' equity
Class A common stock subject to redemption (in shares)		8,215,932	8,215,932		7,954,327
As previously reported | Restatement of redeemable common stock as temporary equity | Class B Common Stock
Stockholders' equity
Common stock		$ 259	$ 259		$ 288
Additional paid-in capital		$ 5,756,707	$ 5,756,707
Basic and diluted weighted average shares outstanding		3,534,721	3,280,641
Basic and diluted net loss per share		$ (0.21)	$ (0.23)
Revision adjustment | Restatement of redeemable common stock as temporary equity
Stockholders' equity
Additional paid-in capital					(5,708,316)
Accumulated deficit		$ (15,554,769)	$ (15,554,769)		(14,952,776)
Total Stockholders' Equity (Deficit)		(21,311,688)	(21,311,688)		(20,661,297)
Change in Class A common stock subject to possible redemption			2,642,209
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99			(104,292,600)
Initial value of Class A common stock subject to possible redemption			23,954,692
Change in value of Class A common stock subject to possible redemption			(2,642,183)
Revision adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock
Stockholders' equity
Common stock		$ (212)	$ (212)		$ (205)
Common shares, shares outstanding		(2,110,068)	(2,110,068)		(2,045,673)
Basic and diluted weighted average shares outstanding		396,207	(5,998,022)
Basic and diluted net loss per share		$ (0.13)	$ (0.16)
Revision adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock Subject to Redemption
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to redemption		$ 21,311,688	$ 21,311,688		$ 80,338,703
Stockholders' equity
Class A common stock subject to redemption (in shares)		2,110,068	2,110,068		2,045,673
Revision adjustment | Restatement of redeemable common stock as temporary equity | Class B Common Stock
Stockholders' equity
Additional paid-in capital		$ (5,756,707)	$ (5,756,707)
Basic and diluted weighted average shares outstanding		(995,137)	(754,444)
Basic and diluted net loss per share		$ 0.08	$ 0.07

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements (Details)	Sep. 30, 2021USD ($)
Restatement of Previously Issued Financial Statements
Minimum stockholders' equity	$ 5,000,000
Minimum net tangible assets	5,000,001
Reclassification of permanent equity into temporary equity	$ 5,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 03, 2021	Sep. 30, 2021	Jun. 21, 2021
Deferred Offering Costs		$ 7,163,018
Underwriting commissions		2,000,000
Deferred Underwriting Commissions		3,500,000
Warrants and Rights Outstanding		690,542
Cash		370,743
Other cash offering costs		691,434
Unrecognized tax benefits accrued for interest and penalties		$ 0
Anti-dilutive securities attributable to warrants (in shares)		14,994,800
IPO And Private Placement
Net proceeds from IPO and private placement	$ 104,300,000
Share Price	$ 10
Class B Common Stock
Shares subject to forfeiture			293,500
Class A Common Stock Subject to Redemption
Warrants and Rights Outstanding		$ 7,482,451

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Net Loss Per Common Stock - (Details) - USD ($)	2 Months Ended	3 Months Ended		8 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Net income allocable to non-redeemable common stock	$ (5,804)	$ 6,437,547	$ (751,375)	$ 5,680,368
Class A Common Stock Subject to Redemption
Net income allocable to Class A common stock subject to possible redemption		$ 5,109,164		$ 4,538,965
Basic and diluted weighted average shares outstanding		10,326,000		10,285,587
Basic and diluted net income per share		$ 0.49		$ 0.44
Non-redeemable common stock
Basic and diluted weighted average shares outstanding		2,684,760		2,586,494
Basic and diluted net income per share		$ 0.49		$ 0.44
Common Stock | Non-redeemable common stock
Net income allocable to non-redeemable common stock		$ 1,328,383		$ 1,141,403
Basic and diluted weighted average shares outstanding		2,684,760		2,586,494
Basic and diluted net income per share		$ 0.49		$ 0.44

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Redeemable Share Classification (Details)	8 Months Ended
	Sep. 30, 2021USD ($)shares
Gross Proceeds	$ 100,909,536
Class A Common Stock
Class A common stock subject to possible redemption | shares	10,326,000
Gross Proceeds	$ 103,260,000
Less:
Proceeds allocated to public warrants	(9,190,140)
Issuance costs related to Class A common stock subject to possible redemption	(7,482,451)
Plus:
Accretion of carrying value to redemption value	17,705,191
Contingently redeemable Class A common stock subject to possible redemption	$ 104,292,600

Initial Public Offering (Detail

Initial Public Offering (Details)	Jun. 21, 2021shares	Jun. 17, 2021USD ($)$ / sharesshares	Jun. 02, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering, net of underwriting discount | $				$ 100,909,536
Number of trading days on which fair market value of shares is reported				10 days
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares			1
Common shares, par value, (per share)			$ 0.0001	$ 0.0001
Proceeds from initial public offering, net of underwriting discount | $				$ 103,260,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants				$ 11.50
Warrants outstanding | shares				10,326,000
Threshold period for filling registration statement after business combination				15 days
Maximum threshold period for registration statement to become effective after business combination				90 days
Public Warrants | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit | shares				1
Share Price				$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant				60
Threshold consecutive trading days for redemption of public warrants | item				20
Share price trigger				$ 9.20
Percentage of gross proceeds on total equity proceeds				115.00%
Stock price trigger for redemption of public warrants (in dollars per share)				$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)				180.00%
Public Warrants expiration term				5 years
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding | shares				4,668,800
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Subsidiary, Sale of Stock [Line Items]
Redemption price per public warrant (in dollars per share)				$ 0.01
Redemption period				30 days
Warrant redemption condition minimum share price				$ 18
Threshold trading days for redemption of public warrants | item				20
Threshold number of business days before sending notice of redemption to warrant holders | item				30
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares			10,000,000
Number of warrants in a unit | shares			1
Exercise price of warrants			$ 11.50
Purchase price, per unit		$ 10	$ 10
Proceeds from initial public offering, net of underwriting discount | $		$ 3,260,000	$ 100,000,000
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant | shares			1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	1,174,000	326,000

Private Placement (Details)

Private Placement (Details) - USD ($)	Jun. 21, 2021	Jun. 17, 2021	Jun. 02, 2021
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants			$ 1
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,174,000	326,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		97,800	4,571,000
Price of warrants		$ 1	$ 1
Proceeds from sale of Private Placement Warrants		$ 97,800	$ 4,571,000
Sponsor | Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		74,980	3,871,000
Maxim Groups LLC | Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		22,820	700,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)	Jun. 21, 2021	Jun. 17, 2021	Jun. 02, 2021	May 26, 2021	Feb. 28, 2021	Mar. 31, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Aggregate purchase price						$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	293,500
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price				$ 9,000			$ 9,000
Founder Share [Member] | Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	2,581,500
Founder Share [Member] | Sponsor
Related Party Transaction [Line Items]
Number of shares issued					25,000
Founder Share [Member] | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Aggregate purchase price					$ 25,000
Number of shares issued					2,875,000
Shares subject to forfeiture	293,500
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							1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)							$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days
Over-allotment option
Related Party Transaction [Line Items]
Number of units issued	1,174,000	326,000
Over-allotment option | Founder Share [Member] | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture	375,000
Initial Public Offering
Related Party Transaction [Line Items]
Number of units issued			10,000,000
Initial Public Offering | Maximum
Related Party Transaction [Line Items]
Number of units issued					11,500,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	8 Months Ended
	Sep. 30, 2021	Feb. 14, 2021
Related Party Transaction [Line Items]
Amount agreed to pay to sponsor under administrative support agreement	$ 10,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 300,000
Outstanding balance of related party note	163,039
Administrative Support Agreement
Related Party Transaction [Line Items]
Amount agreed to pay to sponsor under administrative support agreement	41,667
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Warrants Price Per Unit	$ 1

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	Jun. 02, 2021shares	Sep. 30, 2021item$ / sharesshares
Class of Warrant or Right [Line Items]
Number of trading days on which fair market value of shares is reported		10 days
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares		4,668,800
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding | shares		10,326,000
Exercise price of warrants		$ 11.50
Threshold period for filling registration statement after business combination		15 days
Maximum threshold period for registration statement to become effective after business combination		90 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Private Placement Warrants
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Warrant redemption condition minimum share price		$ 18
Threshold trading days for redemption of public warrants | item		20
Threshold number of business days before sending notice of redemption to warrant holders | item		30
Class A Common Stock
Class of Warrant or Right [Line Items]
Number of shares in a unit | shares	1
Class A Common Stock | Public Warrants
Class of Warrant or Right [Line Items]
Share price		$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant		60
Threshold consecutive trading days for redemption of public warrants | item		20
Share price trigger		$ 9.20
Percentage of gross proceeds on total equity proceeds		115.00%
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		180.00%
Public Warrants expiration term		5 years

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities that are measured at fair value on recurring basis (Details)	Sep. 30, 2021USD ($)
Assets:
U.S. Money Market held in Trust Account	$ 104,293,903
Recurring
Assets:
U.S. Money Market held in Trust Account	104,293,903
Liabilities:
Warrant liabilities	6,681,750
Recurring | Level 1
Assets:
U.S. Money Market held in Trust Account	104,293,903
Liabilities:
Warrant liabilities	4,543,440
Recurring | Level 3
Liabilities:
Warrant liabilities	2,138,310
Private Placement Warrants | Recurring
Liabilities:
Warrant liabilities	2,138,310
Private Placement Warrants | Recurring | Level 3
Liabilities:
Warrant liabilities	2,138,310
Public Warrants | Recurring
Liabilities:
Warrant liabilities	4,543,440
Public Warrants | Recurring | Level 1
Liabilities:
Warrant liabilities	$ 4,543,440

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended	5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in Fair Value	$ (6,775,674)		$ (6,775,674)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at (inception)	13,457,424	$ 0
Change in Fair Value	(6,775,674)
Warrant liabilities at end of period	6,681,750	13,457,424	6,681,750
Level 3 | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at (inception)	4,267,284	0
Change in Fair Value	(2,128,974)
Warrant liabilities at end of period	2,138,310	4,267,284	2,138,310
Level 3 | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liabilities at (inception)	9,190,140	0
Change in Fair Value	(4,646,700)
Warrant liabilities at end of period	$ 4,543,440	9,190,140	$ 4,543,440
Level 3 | Initial Public Offering
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		13,077,894
Level 3 | Initial Public Offering | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		4,177,894
Level 3 | Initial Public Offering | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		8,900,000
Level 3 | Over-allotment option
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		379,530
Level 3 | Over-allotment option | Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		89,390
Level 3 | Over-allotment option | Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public and Private Warrants		$ 290,140

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2021Y
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	9.91
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.06
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.50
Expected Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	18
Strike price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Probability of business combination
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	70
Expected dividend rate | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0
Expected dividend rate | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0

Fair Value Measurements - Addit

Fair Value Measurements - Additional information (Details)	8 Months Ended
	Sep. 30, 2021USD ($)
Fair Value Measurements
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jun. 21, 2021shares	Jun. 17, 2021USD ($)shares	Sep. 30, 2021USD ($)itemshares
Subsidiary or Equity Method Investee [Line Items]
Maximum number of demands for registration of securities | item			3
Underwriter cash discount			2.00%
Underwriter Gross Proceeds			$ 2,000,000
Deferred Underwriting Cash Discount			3.50%
Deferred Underwriting Gross Proceeds			$ 3,500,000
Over-allotment option
Subsidiary or Equity Method Investee [Line Items]
Underwriting Option Period			45 days
Shares issued underwriters | shares			1,500,000
Number of units issued | shares	1,174,000	326,000
Underwriter Gross Proceeds		$ 3,260,000	$ 2,300,000
Deferred Underwriting Gross Proceeds			$ 4,025,000
Class A Common Stock
Subsidiary or Equity Method Investee [Line Items]
Shares issued underwriters | shares			103,260

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details)	Sep. 30, 2021$ / sharesshares
Stockholders' Equity
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details) - $ / shares	Jun. 21, 2021	Jun. 17, 2021	Sep. 30, 2021	Jun. 02, 2021
Class of Stock [Line Items]
Common shares, votes per share			$ 1
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			100,000,000
Common shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Common shares, votes per share			$ 1
Common shares, shares issued (in shares)			103,260
Common shares, shares outstanding			103,260
Class A common stock subject to possible redemption			10,326,000
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			10,000,000
Common shares, par value (in dollars per share)			$ 0.0001
Common shares, votes per share			$ 1
Common shares, shares issued (in shares)			2,581,500
Common shares, shares outstanding (in shares)			2,581,500
Shares subject to forfeiture	293,500
Over-allotment option
Class of Stock [Line Items]
Number of units issued	1,174,000	326,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	8 Months Ended
	Sep. 30, 2021$ / shares
Class of Stock [Line Items]
Common shares, votes per share	$ 1
Class B Common Stock
Class of Stock [Line Items]
Conversion ratio	1
Common shares, votes per share	$ 1
Class A Common Stock
Class of Stock [Line Items]
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20.00%
Common shares, votes per share	$ 1
Sponsor | Founder Share [Member] | Class B Common Stock
Class of Stock [Line Items]
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days