Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GigInternational1, Inc. | |
Entity Central Index Key | 0001848795 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 27,084,000 | |
Entity Shell Company | true | |
Entity File Number | 001-40424 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2256255 | |
Entity Address, Address Line One | 1731 Embarcadero Rd | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94303 | |
City Area Code | 650 | |
Local Phone Number | 276-7040 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | GIWWU | |
Security Exchange Name | NASDAQ | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | GIW | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | GIWWW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet (unaudi
Condensed Balance Sheet (unaudited) | Jun. 30, 2021USD ($) | |
Current assets | ||
Cash | $ 1,451,055 | |
Prepaid expenses | 869,505 | |
Total current assets | 2,320,560 | |
Cash and marketable securities held in Trust Account | 211,090,010 | |
Interest receivable on cash and marketable securities held in Trust Account | 794 | |
Other long-term assets | 506,679 | |
TOTAL ASSETS | 213,918,043 | |
Current liabilities | ||
Accounts payable | 10,321 | |
Payable to related parties | 6,882 | |
Accrued liabilities | 76,943 | |
Other current liabilities | 240 | |
Total current liabilities | 94,386 | |
Warrant liability | 333,447 | |
Deferred Underwriting fee payable | 7,495,000 | |
Total liabilities | 7,922,833 | |
Commitments and contingencies (Note 5) | ||
Common stock subject to possible redemption, 19,900,515 shares at a redemption value of $10.10 per share | 200,995,202 | |
Stockholders’ equity | ||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 7,183,485 shares issued and outstanding (excluding 19,900,515 shares subject to possible redemption) | 718 | [1] |
Additional paid-in capital | 5,417,548 | |
Accumulated deficit | (418,258) | |
Total stockholders’ equity | 5,000,008 | |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY | $ 213,918,043 | |
[1] | This number excludes 525,000 Founder Shares (as described in Note 4) that were forfeited when the over-allotment option was partially exercised by the Underwriters. |
Condensed Balance Sheet (unau_2
Condensed Balance Sheet (unaudited) (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Redeemable common stock, shares | 19,900,515 |
Redeemable common stock, price per share | $ / shares | $ 10.10 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 7,183,485 |
Common stock, shares outstanding | 7,183,485 |
Founder | |
Number of shares forfeited | 525,000 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Income Statement [Abstract] | |||
General and administrative expenses | $ 304,833 | $ 340,552 | |
Loss from operations | (304,833) | (340,552) | |
Other income (expense) | |||
Other expense | (78,270) | (78,270) | |
Interest income on marketable securities held in Trust Account | 804 | 804 | |
Loss before provision for income taxes | (382,299) | (418,018) | |
Provision for income taxes | 240 | 240 | |
Net loss and comprehensive loss | (382,539) | (418,258) | |
Net loss attributable to common stockholders | $ (382,953) | $ (418,672) | |
Weighted-average common shares outstanding, basic and diluted | [1] | 5,954,016 | 5,634,965 |
Net loss per share common share, basic and diluted | $ (0.06) | $ (0.07) | |
[1] | This number excludes 525,000 Founder Shares (as described in Note 4) that were forfeited when the over-allotment option was partially exercised by the Underwriters. |
Condensed Statements of Opera_2
Condensed Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - shares | 3 Months Ended | 4 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Founder | ||
Number of shares partially exercised | 525,000 | 525,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | IPO | Initial Public Offering Over Allotment Option | Founder | FounderPrivate Placement | UnderwritersPrivate Placement | UnderwritersOver Allotment Option | Common Stock | Common StockIPO | Common StockInitial Public Offering Over Allotment Option | Common StockFounder | Common StockFounderPrivate Placement | Common StockUnderwritersPrivate Placement | Common StockUnderwritersOver Allotment Option | Additional Paid In Capital | Additional Paid In CapitalIPO | Additional Paid In CapitalInitial Public Offering Over Allotment Option | Additional Paid In CapitalFounder | Additional Paid In CapitalFounderPrivate Placement | Additional Paid In CapitalUnderwritersPrivate Placement | Additional Paid In CapitalUnderwritersOver Allotment Option | Accumulated Deficit | |
Balance at Feb. 22, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Balance, Shares at Feb. 22, 2021 | 0 | ||||||||||||||||||||||
Sale of common stock | $ 188,453,945 | $ 8,505,000 | $ 25,000 | $ 6,500,000 | $ 3,000,000 | $ 90,000 | $ 2,000 | $ 90 | $ 574 | $ 65 | $ 30 | $ 1 | $ 188,451,945 | $ 8,504,910 | $ 24,426 | $ 6,499,935 | $ 2,999,970 | $ 89,999 | |||||
Sale of common stock, Shares | 20,000,000 | 900,000 | 5,735,000 | 650,000 | 300,000 | 9,000 | |||||||||||||||||
Issuance of common stock to insider, Shares | 5,000 | ||||||||||||||||||||||
Issuance of common stock to consultant | 94,700 | $ 1 | 94,699 | ||||||||||||||||||||
Issuance of common stock to consultant, Shares | 10,000 | ||||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of over-allotment option | [1] | $ (53) | 53 | ||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of overallotment option, Shares | [1] | (525,000) | |||||||||||||||||||||
Fair value of warrants | (255,177) | (255,177) | |||||||||||||||||||||
Shares subject to redemption | (200,995,202) | $ (1,990) | (200,993,212) | ||||||||||||||||||||
Shares subject to redemption, Shares | (19,900,515) | ||||||||||||||||||||||
Net loss | (418,258) | (418,258) | |||||||||||||||||||||
Balance at Jun. 30, 2021 | $ 5,000,008 | $ 718 | 5,417,548 | (418,258) | |||||||||||||||||||
Balance, Shares at Jun. 30, 2021 | 7,183,485 | 7,183,485 | |||||||||||||||||||||
Balance at Mar. 31, 2021 | $ (10,719) | $ 574 | 24,426 | (35,719) | |||||||||||||||||||
Balance, Shares at Mar. 31, 2021 | 5,735,000 | ||||||||||||||||||||||
Sale of common stock | $ 188,453,945 | $ 8,505,000 | $ 6,500,000 | $ 3,000,000 | $ 90,000 | $ 2,000 | $ 90 | $ 65 | $ 30 | $ 1 | $ 188,451,945 | $ 8,504,910 | $ 6,499,935 | $ 2,999,970 | $ 89,999 | ||||||||
Sale of common stock, Shares | 20,000,000 | 900,000 | 650,000 | 300,000 | 9,000 | ||||||||||||||||||
Issuance of common stock to insider, Shares | 5,000 | ||||||||||||||||||||||
Issuance of common stock to consultant | 94,700 | $ 1 | 94,699 | ||||||||||||||||||||
Issuance of common stock to consultant, Shares | 10,000 | ||||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of over-allotment option | [1] | $ (53) | $ 53 | ||||||||||||||||||||
Forfeiture of shares by Founder due to partial exercise of overallotment option, Shares | [1] | (525,000) | |||||||||||||||||||||
Fair value of warrants | (255,177) | (255,177) | |||||||||||||||||||||
Shares subject to redemption | (200,995,202) | $ (1,990) | (200,993,212) | ||||||||||||||||||||
Shares subject to redemption, Shares | (19,900,515) | ||||||||||||||||||||||
Net loss | (382,539) | (382,539) | |||||||||||||||||||||
Balance at Jun. 30, 2021 | $ 5,000,008 | $ 718 | $ 5,417,548 | $ (418,258) | |||||||||||||||||||
Balance, Shares at Jun. 30, 2021 | 7,183,485 | 7,183,485 | |||||||||||||||||||||
[1] | 525,000 Founder Shares were forfeited because the over-allotment option was partially exercised by the Underwriters (as described in Note 4). |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended | 4 Months Ended |
Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | |
Founder | ||
Sale of common stock price per share | $ 0.0043592 | $ 0.0043592 |
Number of shares partially exercised | shares | 525,000 | 525,000 |
Founder | Private Placement | ||
Sale of common stock price per share | $ 10 | $ 10 |
Underwriters | Private Placement | ||
Sale of common stock price per share | $ 10 | $ 10 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (unaudited) | 4 Months Ended |
Jun. 30, 2021USD ($) | |
OPERATING ACTIVITIES | |
Net loss | $ (418,258) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 78,270 |
Interest earned on cash and marketable securities held in Trust Account | (804) |
Stock-based compensation | 94,700 |
Change in operating assets and liabilities: | |
Prepaid expenses | (869,505) |
Other long term assets | (506,679) |
Payable to related parties | 6,882 |
Accounts payable | 10,321 |
Accrued liabilities | 6,943 |
Other current liabilities | 240 |
Net cash used in operating activities | (1,597,890) |
INVESTING ACTIVITIES | |
Investment of cash in Trust Account | (211,090,000) |
Net cash used in investing activities | (211,090,000) |
FINANCING ACTIVITIES | |
Proceeds from sale of common stock to Founders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 205,000,000 |
Borrowing from a related party | 125,000 |
Repayment of borrowing from a related party | (125,000) |
Payment of offering costs | (476,055) |
Net cash provided by financing activities | 214,138,945 |
Net increase in cash during period | 1,451,055 |
Cash, end of period | 1,451,055 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | |
Offering costs included in accrued liabilities | 70,000 |
Fair value of warrant liability upon issuance of warrants | 255,177 |
Deferred underwriting fee payable | 7,495,000 |
Change in value of common stock subject to possible redemption | 4,036,257 |
Founder | |
FINANCING ACTIVITIES | |
Proceeds from sale of Private Placement Units | 6,500,000 |
Underwriters | |
FINANCING ACTIVITIES | |
Proceeds from sale of Private Placement Units | $ 3,090,000 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigInternational1, Inc. (the “Company”) was incorporated in the state of Delaware on February 23, 2021. The Company was founded as a blank check company or special purpose acquisitions company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (date of inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 3, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. On May 18, 2021, the registration statement on Form S-1 (File No. 333-255234), as amended (the “Registration Statement”), relating to the Offering of GigInternational1, Inc., a Delaware corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (“SEC”). The Company concurrently entered into an underwriting agreement on May 18, 2021 to conduct the Offering, the closing of which was consummated on May 21, 2021 with the delivery of 20,000,000 units (the “Units”). The Units sold in the Offering consisted of the securities described in Note 3. The Offering generated gross proceeds of $200,000,000. Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) of 950,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Company’s sponsor, GigInternational1 Sponsor, LLC, a Delaware limited liability company (the “Founder”) purchased 650,000 Private Placement Units and Oppenheimer & Co. Inc. and William Blair & Company, LLC. (collectively, the “Underwriters”) purchased 300,000 Private Placement Units in the aggregate. The Private Placement Units consisted of the securities described in Note 4. The closing of the Private Placement generated gross proceeds of $9,500,000 consisting of $6,500,000 from the sale of the Private Placement Units to the Founder and $3,000,000 from the sale of Private Placement Units to the Underwriters. Following the closing of the Offering, net proceeds in the amount of $196,000,000 from the sale of the Units and proceeds in the amount of $6,000,000 from the sale of Private Placement Units, for a total of $202,000,000, were placed in a trust account (“Trust Account”), which is described further below. On May 26, 2021, the Underwriters served to the Company a notice of the partial exercise of the over-allotment option, and on May 28, 2021 the Company sold 900,000 additional Units at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. An amendment to the Underwriting Agreement was executed on May 28, 2021 whereby the total Underwriters’ discounts and commissions associated with the over-allotment of $0.55 per Unit or $495,000 will be deferred. Concurrently with the closing of the sale of the over-allotment Units, the Company consummated the sale of 9,000 additional Private Placement Units to the Underwriters at a price of $10.00 per Private Placement Unit generating gross proceeds of $90,000. Following the closing of the sale of the over-allotment Units, net proceeds in the amount of $9,000,000 from the sale of the over-allotment Units and proceeds in the amount of $90,000 from the sale of Private Placement Units, for a total of $9,090,000, were placed in the Trust Account. In connection with the amendment to the Underwriting Agreement and the partial exercise of the over-allotment option, the Underwriters have no further over-allotment option and 525,000 Founder shares were forfeited as a result. Transaction costs for the Offering amounted to $12,041,055, consisting of $4,000,000 of underwriting fees, $7,495,000 of deferred underwriting fees and $546,055 of offering costs. The Company’s remaining cash after payment of the Offering costs will be held outside of the Trust Account for working capital purposes. The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds from the Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses on acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares included in the Units sold in the Offering if the Company is unable to complete a Business Combination within 15 months from the closing of the Offering; provided, however, that if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Founder (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the gross proceeds of the Offering (including such proceeds from the exercise of the Underwriters’ over-allotment option, if exercised) for each 3-month extension of the time period to complete the Company’s initial Business Combination, in exchange for a non-interest bearing, unsecured promissory note; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity and related stockholders’ rights, including, among other things, the modification of the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Business Combination within 15 months from the closing of the Offering (or within 21 months if the Company extends the period of time to consummate its initial Business Combination). Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of Common Stock are recorded at the redemption amount and classified as temporary equity. The amount in the Trust Account of $211,090,010 represents 20,900,000 public shares at $10.10 per public share plus interest received on this amount. The Company will have 15 months from the closing date of the Offering to complete a Business Combination (or 21 months if the Company extends the period of time to consummate its initial Business Combination). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Founder, the Underwriters, Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (“Interest Solutions”), and Mr. Weightman, the Company’s Chief Financial Officer, (collectively with Interest Solutions, the “Insiders”) have entered into letter agreements with the Company, pursuant to which they will waive their rights to participate in any redemption with respect to their initial shares; however, if the Founder, the Underwriters or the Insiders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Offering, they will be entitled to a retrospective pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of June 30, 2021 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the periods it was outstanding. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2021 Period from February 23, 2021 (Inception) through June 30, 2021 Net loss $ (382,539 ) $ (418,258 ) Less: net income attributable to common stock subject to redemption (414 ) (414 ) Net loss attributable to common stockholders $ (382,953 ) $ (418,672 ) Weighted-average common shares outstanding, basic and diluted 5,954,016 5,634,965 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.07 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash and Marketable Securities Held in Trust Account As of June 30, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Stock-based Compensation Stock-based compensation related to restricted stock awards are based on the fair value of common stock on the grant date. The shares underlying certain of the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation for the shares subject to forfeiture will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Offering
Offering | 4 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Offering | 3. OFFERING On May 21, 2021, the Company completed the Offering whereby the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half (1/2) of a public warrant. Each whole public warrant is exercisable for one share of common stock at a price of $11.50 per full share. As a result, at least two public warrants must be exercised in order to obtain whole shares of common stock upon the exercise of the public warrants. Under the terms of the warrant agreement dated May 18, 2021 (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination to register the shares of common stock underlying the public warrants. No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the public warrant holder. Each public warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the public warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the public warrants during the exercise period, there will be no net cash settlement of these public warrants and the public warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the public warrants become exercisable, the Company may redeem the outstanding public warrants in whole and not in part at a price of $0.01 per public warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the public warrant holders. On July 2, 2021, the Company announced that the holders of the Company’s Units may elect to separately trade the securities underlying such Units which commenced on July 9, 2021. Any Units not separated will continue to trade on the Nasdaq under the symbol “GIWWU”. Any underlying shares of common stock and warrants that are separated will trade on the Nasdaq under the symbols “GIW,” and “GIWWW”, respectively. |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Founder Shares During the period from February 23, 2021 (date of inception) to June 30, 2021, the Founder purchased 5,735,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or $0.0043592 per share. The Company also issued 5,000 insider shares to Mr. Weightman, its Chief Financial Officer, pursuant to the Insider Shares Grant Agreement dated May 18, 2021, between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Founder agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the Underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the Underwriters so that the Founder and the Insiders collectively will own approximately 20% of the Company’s issued and outstanding shares after the Offering (excluding the Private Placement Units). On May 28, 2021, the Underwriters partially exercised their over-allotment option resulting in the forfeiture of 525,000 Founder Shares. Private Placement The Founder and the Underwriters purchased from the Company an aggregate of 650,000 and 300,000 Private Placement Units, respectively, at a price of $10.00 per Private Placement Unit in a private placement that occurred simultaneously with the completion of the Offering. Each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one warrant (the “Private Placement Warrants”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 3. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination. No fractional shares will be issued upon exercise of the Private Placement Warrants. If, upon exercise of the Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Private Placement Warrant holder. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the Private Placement Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Private Placement Warrants during the exercise period, there will be no net cash settlement of these Private Placement Warrants and the Private Placement Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding Private Placement Warrants in whole and not in part at a price of $0.01 per Private Placement Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Private Placement Warrant holders. The Company’s Founder, the Insiders and the Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) six months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination, or (y) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction after the Company’s initial Business Combination which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the Private Placement Units and shares or other securities underlying such Private Placement Units, until 30 days after the completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company has agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on May 19, 2021, the date the securities were first listed on the Nasdaq, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. Related Party Loan The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest bearing, unsecured and was repaid on May 20, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES Registration Rights The Company’s Founder, the Underwriters and the Insiders will be entitled to registration rights pursuant to a registration rights agreement signed on May 18, 2021. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the proposed registration rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the initial public offering price less the underwriting discounts and commissions. The Company paid an underwriting discount of $0.20 per Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.35 per Unit, or $7,000,000 (or up to $8,050,000 if the Underwriters’ over-allotment is exercised in full) in the aggregate. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services specified therein. As further described in Note 4, the Underwriters purchased 300,000 Private Placement Units, for an aggregate purchase price of $3,000,000. The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging institutional investor meetings on the Company’s behalf in connection with obtaining financing for the Business Combination; 3) assisting the Company in meeting its securities exchange listing requirements following the closing of the Offering; and 4) providing capital markets advice and liquidity to the Company following the closing of the Offering. If the Company uses its best efforts (and the Underwriters use commercially reasonable efforts) to obtain financing in private placements or privately negotiated transactions, but notwithstanding such efforts, the Company does not have sufficient cash necessary to consummate the Business Combination and pay the deferred underwriting commission, the Company and the Underwriters will cooperate in good faith to come to a mutually-satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination. |
Stockholders' Equity
Stockholders' Equity | 4 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2021, there were 7,183,485 shares of common stock issued and outstanding and not subject to possible redemption. There were 19,900,515 shares of common stock subject to possible redemption issued and outstanding as of June 30, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2021, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable for $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 15-month period allotted to complete the Business Combination (or 21-month period if the Company extends the period of time to consummate its initial Business Combination), the warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding 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, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Units and Private Placement Units. As of June 30, 2021, there were 10,929,500 warrants outstanding. Stock-based Compensation Included in outstanding shares of common stock are 15,000 insider shares, of which 5,000 insider shares were issued to Mr. Weightman, the Company’s Chief Financial Officer, and 10,000 insider shares were issued to Interest Solutions solely in consideration of future services, pursuant to the Insider Shares Grant Agreements dated May 18, 2021, between the Company and each of the Insiders. The 5,000 insider shares issued to Mr. Weightman are subject to forfeiture as described in Note 4 while the 10,000 insider shares to Interest Solutions are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s condensed statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The Company has determined that the warrants issued as part of the Private Placement Units are subject to treatment as a liability. The Company has determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the warrants issued as part of the Private Placement Units are classified as Level 3 financial instruments. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 211,090,010 Liabilities: Warrant liability 3 $ 333,447 The fair value of the warrants was estimated using the following assumptions: Upon Issuance As of June 30, 2021 Stock Price $ 9.70 $ 9.69 Volatility 10 % 12 % Risk free interest rate 0.99 % 0.97 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9 The change in the fair value of the Level 3 warrant liability during the three months ended June 30, 2021 and the period from February 23, 2021 (date of inception) through June 30, 2021, is as follows: For the Three Months Ended June 30, 2021 Period from February 23, 2021 (Inception) through June 30, 2021 Fair value - beginning of period $ — $ — Additions 255,177 255,177 Change in fair value 78,270 78,270 Fair value - end of period $ 333,447 $ 333,447 The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statements of operations and comprehensive loss for the periods presented. Additionally, there was $794 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheet in interest receivable on cash and marketable securities held in the Trust Account as of June 30, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2021, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating the net loss per common share. Shares of common stock subject to possible redemption as of June 30, 2021 have been excluded from the calculation of the basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to the Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the periods it was outstanding. Since the Company was in a net loss position during the periods after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2021 Period from February 23, 2021 (Inception) through June 30, 2021 Net loss $ (382,539 ) $ (418,258 ) Less: net income attributable to common stock subject to redemption (414 ) (414 ) Net loss attributable to common stockholders $ (382,953 ) $ (418,672 ) Weighted-average common shares outstanding, basic and diluted 5,954,016 5,634,965 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.07 ) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of June 30, 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheet primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs in the amount of $12,041,055 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ equity and recorded in additional paid-in capital as a reduction to the gross proceeds received upon completion of the Offering. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards are based on the fair value of common stock on the grant date. The shares underlying certain of the Company’s restricted stock awards are subject to forfeiture if these individuals resign or are terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation for the shares subject to forfeiture will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Net Loss per Common Share, Basic and Diluted | In accordance with the two-class method, the Company’s net loss is adjusted for net income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, net loss per common share, basic and diluted, is calculated as follows: For the Three Months Ended June 30, 2021 Period from February 23, 2021 (Inception) through June 30, 2021 Net loss $ (382,539 ) $ (418,258 ) Less: net income attributable to common stock subject to redemption (414 ) (414 ) Net loss attributable to common stockholders $ (382,953 ) $ (418,672 ) Weighted-average common shares outstanding, basic and diluted 5,954,016 5,634,965 Net loss per share common share, basic and diluted $ (0.06 ) $ (0.07 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2021 Assets: Cash and marketable securities held in Trust Account 1 $ 211,090,010 Liabilities: Warrant liability 3 $ 333,447 |
Schedule of Fair Value of Warrants Estimated with Assumptions | The fair value of the warrants was estimated using the following assumptions: Upon Issuance As of June 30, 2021 Stock Price $ 9.70 $ 9.69 Volatility 10 % 12 % Risk free interest rate 0.99 % 0.97 % Exercise price $ 11.50 $ 11.50 Time to maturity - years 6.0 5.9 |
Schedule of Change in Fair Value of Warrant Liability | The change in the fair value of the Level 3 warrant liability during the three months ended June 30, 2021 and the period from February 23, 2021 (date of inception) through June 30, 2021, is as follows: For the Three Months Ended June 30, 2021 Period from February 23, 2021 (Inception) through June 30, 2021 Fair value - beginning of period $ — $ — Additions 255,177 255,177 Change in fair value 78,270 78,270 Fair value - end of period $ 333,447 $ 333,447 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | Jun. 30, 2021 | May 28, 2021 | May 21, 2021 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Date of incorporation | Feb. 23, 2021 | |||
Proceeds from sale of common stock to Founders | $ 196,000,000 | $ 25,000 | ||
Sale of units in private placement | 950,000 | 20,900,000 | ||
Sale of stock price per unit | $ 10.10 | $ 10 | $ 10.10 | |
Proceeds from sale of Units, net of underwriting discounts paid | $ 9,500,000 | $ 205,000,000 | ||
Cash and marketable securities held in Trust Account | $ 211,090,010 | $ 211,090,010 | ||
Deferred underwriting commissions per unit | $ 0.35 | |||
Aggregate deferred underwriting commissions | 7,000,000 | $ 7,000,000 | ||
Number of shares forfeited | 525,000 | |||
Transaction costs | $ 12,041,055 | $ 476,055 | ||
Deferred underwriting fees | 7,495,000 | |||
Offering costs | 546,055 | |||
Common stock redemption percentage | 100.00% | |||
Public shares redemption percentage | 100.00% | |||
Percent of gross proceeds deposit into the trust account | 1.00% | |||
Decommissioning trust assets description | The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the shares included in the Units sold in the Offering if the Company is unable to complete a Business Combination within 15 months from the closing of the Offering; provided, however, that if the Company anticipates that it may not be able to consummate its initial Business Combination within 15 months, it may, but is not obligated to, extend the period of time to consummate a Business Combination two times by an additional three months each time (for a total of up to 21 months to complete a Business Combination); provided that the Founder (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the gross proceeds of the Offering (including such proceeds from the exercise of the Underwriters’ over-allotment option, if exercised) for each 3-month extension of the time period to complete the Company’s initial Business Combination, in exchange for a non-interest bearing, unsecured promissory note; or (iii) the redemption of the public shares in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity and related stockholders’ rights, including, among other things, the modification of the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Business Combination within 15 months from the closing of the Offering (or within 21 months if the Company extends the period of time to consummate its initial Business Combination). | |||
Minimum percentage of fair market value of business acquisition to trust account balance | 80.00% | |||
Amount held in the trust account | $ 211,090,010 | $ 211,090,010 | ||
Underwriting Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of common stock to Founders | $ 200,000,000 | |||
IPO | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of common stock, Shares | 20,000,000 | |||
Sale of stock price per unit | $ 10 | |||
Cash and marketable securities held in Trust Account | $ 202,000,000 | |||
IPO | Underwriting Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of common stock, Shares | 20,000,000 | |||
Founder | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of units in private placement | 650,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | $ 6,500,000 | |||
Number of shares forfeited | 525,000 | |||
Underwriters | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of units in private placement | 300,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | $ 3,000,000 | |||
Private Placement | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of common stock to Founders | $ 90,000 | $ 6,000,000 | ||
Sale of units in private placement | 9,000 | |||
Sale of stock price per unit | $ 10 | |||
Over Allotment Option | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Sale of common stock, Shares | 0 | |||
Proceeds from sale of common stock to Founders | $ 9,000,000 | |||
Sale of units in private placement | 900,000 | |||
Sale of stock price per unit | $ 10 | |||
Cash and marketable securities held in Trust Account | $ 9,090,000 | |||
Underwriting agreement amendment date | May 28, 2021 | |||
Deferred underwriting commissions per unit | $ 0.55 | |||
Aggregate deferred underwriting commissions | $ 495,000 | |||
Underwriter Fees | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Transaction costs | $ 4,000,000 | |||
Minimum | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Maximum | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Maturity period of US government treasury bills | 185 days | |||
Net interest to pay dissolution expenses | $ 100,000 | |||
Maximum | Over Allotment Option | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Aggregate deferred underwriting commissions | $ 8,050,000 | $ 8,050,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 4 Months Ended |
Jun. 30, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Number of common stock underlying restricted stock awards, Subject to forfeiture | shares | 5,000 |
Offering costs adjusted in additional paid-in capital | $ 12,041,055 |
Unrecognized tax benefits | 0 |
Interest and penalties | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Net Loss per Common Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Earnings Per Share [Abstract] | |||
Net loss | $ (382,539) | $ (418,258) | |
Less: net income attributable to common stock subject to redemption | (414) | (414) | |
Net loss attributable to common stockholders | $ (382,953) | $ (418,672) | |
Weighted-average common shares outstanding, basic and diluted | [1] | 5,954,016 | 5,634,965 |
Net loss per share common share, basic and diluted | $ (0.06) | $ (0.07) | |
[1] | This number excludes 525,000 Founder Shares (as described in Note 4) that were forfeited when the over-allotment option was partially exercised by the Underwriters. |
Offering - Additional Informati
Offering - Additional Information (Details) - USD ($) | May 21, 2021 | Jun. 30, 2021 |
Class Of Stock [Line Items] | ||
Sale of stock price per unit | $ 10 | $ 10.10 |
IPO | ||
Class Of Stock [Line Items] | ||
Sale of common stock, Shares | 20,000,000 | |
Sale of stock price per unit | $ 10 | |
Warrant exercisable price per unit | $ 11.50 | |
Warrant agreement date | May 18, 2021 | |
Warrants | ||
Class Of Stock [Line Items] | ||
Warrant exercisable price per unit | $ 11.50 | |
Number of fractional shares issued upon exercise of public warrants | 0 | |
Period after business combination when warrants become exercisable | 30 days | 30 days |
Period after offering when warrants become exercisable | 12 months | 12 months |
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years |
Period allotted to complete the business combination | 15 months | 15 months |
Extends period of time to consummate initial business combination | 21 months | |
Net cash settlement value of warrants | $ 0 | $ 0 |
Redemption price per warrant | $ 0.01 | $ 0.01 |
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days |
Minimum price per share required for redemption of warrants | $ 18 | $ 18 |
Warrants redemption covenant, threshold trading days | 20 days | 20 days |
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days |
Warrants | IPO | ||
Class Of Stock [Line Items] | ||
Sale of units description | Each Unit consists of one share of common stock and one-half (1/2) of a public warrant. Each whole public warrant is exercisable for one share of common stock at a price of $11.50 per full share. | |
Minimum | IPO | ||
Class Of Stock [Line Items] | ||
Warrants exercised | 2 | |
Maximum | Warrants | ||
Class Of Stock [Line Items] | ||
Warrant exercisable price per unit | $ 9.20 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | May 28, 2021 | May 21, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | May 19, 2021 |
Related Party Transaction [Line Items] | |||||
Proceeds from sale of common stock to Founders | $ 196,000,000 | $ 25,000 | |||
Number of shares forfeited | 525,000 | ||||
Sale of units in private placement | 950,000 | 20,900,000 | |||
Sale of stock price per unit | $ 10 | $ 10.10 | $ 10.10 | ||
Repayments of Related Party Debt | $ 125,000 | ||||
Founder | |||||
Related Party Transaction [Line Items] | |||||
Repayments of Related Party Debt | $ 125,000 | ||||
Office Space, Administrative Services and Secretarial Support | |||||
Related Party Transaction [Line Items] | |||||
Payment on consideration for service | $ 30,000 | ||||
Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from sale of common stock to Founders | $ 90,000 | $ 6,000,000 | |||
Sale of units in private placement | 9,000 | ||||
Sale of stock price per unit | $ 10 | ||||
Holding period of shares for completion of business combination | 6 months | ||||
Number of trading period for transfer of shares | 20 days | ||||
Number of consecutive trading period for transfer of shares | 30 days | ||||
Period after completion of business combination to allow transfer of shares | 30 days | ||||
Maximum | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Period after business combination to allow transfer of shares | 90 days | ||||
Common Stock | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Stock price threshold that allows transfer of shares | $ 11.50 | ||||
Common Stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Warrant exercisable price per unit | 9.20 | 9.20 | |||
Warrants | |||||
Related Party Transaction [Line Items] | |||||
Warrant exercisable price per unit | 11.50 | $ 11.50 | |||
Number of fractional shares issued upon exercise of public warrants | 0 | ||||
Period after business combination when warrants become exercisable | 30 days | 30 days | |||
Period after offering when warrants become exercisable | 12 months | 12 months | |||
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years | |||
Period allotted to complete the business combination | 15 months | 15 months | |||
Net cash settlement value of warrants | $ 0 | $ 0 | |||
Redemption price per warrant | $ 0.01 | 0.01 | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | |||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | |||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | |||
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days | |||
Warrants | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Warrant exercisable price per unit | 9.20 | $ 9.20 | |||
Mr. Weightman | Insider Shares Grant Agreements | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,000 | ||||
Founder | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock price per share | $ 0.0043592 | $ 0.0043592 | |||
Number of shares partially exercised | 525,000 | 525,000 | |||
Founder | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock price per share | $ 10 | $ 10 | |||
Sale of units in private placement | 650,000 | ||||
Sale of stock price per unit | 10 | $ 10 | |||
Warrant exercisable price per unit | 11.50 | $ 11.50 | |||
Founder | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock, Shares | 5,735,000 | ||||
Proceeds from sale of common stock to Founders | $ 25,000 | ||||
Sale of common stock price per share | $ 0.0043592 | $ 0.0043592 | |||
Number of shares partially exercised | 525,000 | ||||
Founder | Common Stock | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock, Shares | 650,000 | 650,000 | |||
Founder | Common Stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Number of shares forfeited | 750,000 | ||||
Founder and Insiders | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of issued and outstanding shares after offering | 20.00% | ||||
Underwriters | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock price per share | $ 10 | $ 10 | |||
Sale of units in private placement | 300,000 | ||||
Sale of stock price per unit | 10 | $ 10 | |||
Warrant exercisable price per unit | $ 11.50 | $ 11.50 | |||
Underwriters | Common Stock | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock, Shares | 300,000 | 300,000 | |||
Founder and Underwriters | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, and one-half (1/2) of one warrant (the “Private Placement Warrants”). | ||||
Warrant exercisable price per unit | $ 11.50 | $ 11.50 | |||
Founder and Underwriters | Warrants | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Number of fractional shares issued upon exercise of public warrants | 0 | ||||
Period after business combination when warrants become exercisable | 30 days | ||||
Period after offering when warrants become exercisable | 12 months | ||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||
Net cash settlement value of warrants | $ 0 | ||||
Redemption price per warrant | $ 0.01 | $ 0.01 | |||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||
Minimum price per share required for redemption of warrants | $ 18 | ||||
Warrants redemption covenant, threshold trading days | 20 days | ||||
Warrants redemption covenant, threshold consecutive trading days | 30 days | ||||
Founder and Underwriters | Warrants | Maximum | Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Period allotted to complete the business combination | 15 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | May 28, 2021 | May 21, 2021 | Jun. 30, 2021 |
Other Commitments [Line Items] | |||
Paid an underwriting discount in cash | $ 0.20 | ||
Deferred underwriting commissions per unit | $ 0.35 | ||
Aggregate deferred underwriting commissions | $ 7,000,000 | ||
Sale of units in private placement | 950,000 | 20,900,000 | |
Over Allotment Option | |||
Other Commitments [Line Items] | |||
Underwriters option period | 45 days | ||
Option to purchase additional units to cover over-allotments | 3,000,000 | ||
Deferred underwriting commissions per unit | $ 0.55 | ||
Aggregate deferred underwriting commissions | $ 495,000 | ||
Sale of units in private placement | 900,000 | ||
Over Allotment Option | Maximum | |||
Other Commitments [Line Items] | |||
Aggregate deferred underwriting commissions | $ 8,050,000 | ||
Private Placement | |||
Other Commitments [Line Items] | |||
Sale of units in private placement | 9,000 | ||
Private Placement | Underwriters | |||
Other Commitments [Line Items] | |||
Proceeds from sale of Private Placement Units | $ 3,000,000 | ||
Sale of units in private placement | 300,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | May 21, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Feb. 22, 2021 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, shares issued | 7,183,485 | |||
Common stock, shares outstanding | 7,183,485 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Effective date of grant award agreement | May 18, 2021 | |||
Mr Weightman | Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Number of shares subject to forfeiture | 5,000 | |||
Common stock issued in consideration for future service | 5,000 | |||
Description of fair value of common stock shares vest recognition | If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s condensed statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. | |||
Interest Solutions (ICR) | Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Common stock issued in consideration for future service | 10,000 | |||
Number of shares not subject to forfeiture | 10,000 | |||
Number of shares, grant date fair value expensed upon issuance | 10,000 | |||
Non-Employee Consultants | Restricted Stock | Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Number of shares subject to forfeiture | 15,000 | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | |||
Common stock, shares issued | 7,183,485 | |||
Common stock, shares outstanding | 7,183,485 | 5,735,000 | 0 | |
Common stock subjected to possible redemption, issued | 19,900,515 | |||
Common stock subjected to possible redemption, Outstanding | 19,900,515 | |||
Common Stock | Maximum | ||||
Class Of Stock [Line Items] | ||||
Warrant exercisable price per unit | $ 9.20 | |||
Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Warrants | ||||
Class Of Stock [Line Items] | ||||
Warrant exercisable price per unit | $ 11.50 | |||
Percentage of warrants exercise price | 115.00% | |||
Period after business combination when warrants become exercisable | 30 days | 30 days | ||
Period after offering when warrants become exercisable | 12 months | 12 months | ||
Warrants exercisable expiration period after completion of business combination | 5 years | 5 years | ||
Period allotted to complete the business combination | 15 months | 15 months | ||
Net cash settlement value of warrants | $ 0 | $ 0 | ||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | 30 days | ||
Minimum price per share required for redemption of warrants | $ 18 | $ 18 | ||
Warrants redemption covenant, threshold trading days | 20 days | 20 days | ||
Warrants redemption covenant, threshold consecutive trading days | 30 days | 30 days | ||
Warrants or rights outstanding | 10,929,500 | |||
Warrants | Maximum | ||||
Class Of Stock [Line Items] | ||||
Warrant exercisable price per unit | $ 9.20 | |||
Warrants | Minimum | ||||
Class Of Stock [Line Items] | ||||
Percentage of aggregate gross proceeds of equity issuances | 65.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) | Jun. 30, 2021USD ($) |
Level 1 | Cash and Marketable Securities Held in Trust Account | |
Assets: | |
Assets | $ 211,090,010 |
Level 3 | Warrant Liability | |
Liabilities: | |
Liabilities | $ 333,447 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Warrants Estimated with Assumptions (Details) | Jun. 30, 2021$ / sharesyr | May 28, 2021$ / sharesyr |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 9.69 | 9.70 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.12 | 0.10 |
Risk Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0097 | 0.0099 |
Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 11.50 | 11.50 |
Time to Maturity - Years | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | yr | 5.9 | 6 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liability (Details) - Warrant Liability - USD ($) | 3 Months Ended | 4 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Additions | $ 255,177 | $ 255,177 |
Change in fair value | 78,270 | 78,270 |
Fair value - end of period | $ 333,447 | $ 333,447 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jun. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Accrued interest | $ 794 |