Arena Fortify Acquisition (AFAC) 10-Q 22 Dec 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	8 Months Ended
	Sep. 30, 2021	Dec. 21, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	ARENA FORTIFY ACQUISITION CORP.
Entity Central Index Key	0001849489
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Address, Address Line One	405 Lexington Avenue
Entity Address, Address Line Two	59th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10174
City Area Code	212
Local Phone Number	612-3205
Entity File Number	001-41046
Entity Tax Identification Number	86-2228751
Entity Address, State or Province	NY
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant
Trading Symbol	AFACU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	AFACW
Security Exchange Name	NASDAQ
Class A common stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	AFAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,250,000
Class A common stock [Member] | Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock underlying redeemable warrants included as part of the units
Trading Symbol	AFAC
Security Exchange Name	NASDAQ
Class B common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,312,500

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets:
Prepaid expenses	$ 25,000
Deferred offering costs	829,520
Total Assets	854,520
Current liabilities:
Accrued expenses	1,753
Accrued offering costs	663,571
Promissory note – related party	165,949
Total Current Liabilities	831,273
Commitments and Contingencies (Note 6)
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,425
Accumulated deficit	(1,753)
Total Stockholders' Equity	23,247
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	854,520
Class A common stock [Member]
Stockholders' Equity
Common stock value
Class B common stock [Member]
Stockholders' Equity
Common stock value	$ 575	[1],[2]
[1]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share contribution (see Note 5).
[2]	Includes an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Oct. 04, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Oct. 30, 2021	Sep. 30, 2021
Preferred Stock, Par Value							$ 0.0001
Preferred Stock, Shares Authorized							1,000,000
Preferred Stock, Shares Issued							0
Preferred Stock, Shares Outstanding							0
Common Stock, Shares, Outstanding						4,312,500
Sponsor [Member] | Subsequent Event [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders	4,312,500	4,312,500
Class A common stock [Member]
Common Stock, Par Value							$ 0.0001
Common Stock, Shares Authorized							200,000,000
Common Stock, Shares, Issued							0
Common Stock, Shares, Outstanding							0
Class B common stock [Member]
Common Stock, Par Value							$ 0.0001
Common Stock, Shares Authorized							30,000,000
Common Stock, Shares, Issued							4,312,500
Common Stock, Shares, Outstanding							4,312,500
Class B common stock [Member] | Sponsor [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders			5,750,000	5,750,000	5,750,000
Class B common stock [Member] | Sponsor [Member] | Subsequent Event [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders		4,312,500
Class B common stock [Member] | Over-Allotment Option [Member]
Temporary equity, shares outstanding							562,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	8 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Formation costs			$ 932
Other expenses		$ 254	821
Net Loss		$ (254)	$ (1,753)
Weighted average shares outstanding, basic and diluted	[1],[2]	3,750,000	3,750,000
Basic and diluted net loss per common share		$ 0	$ 0
[1]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	This number excludes an aggregate of up to 562,500 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On November 15, 2021, the underwriters fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture.

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Oct. 04, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Subsequent Event [Member] | Founder Shares [Member] | Sponsor [Member]
Stock issued during period shares issued to sponsor and founders	4,312,500	4,312,500
Class B common stock [Member] | Founder Shares [Member] | Sponsor [Member]
Stock issued during period shares issued to sponsor and founders			5,750,000	5,750,000	5,750,000
Class B common stock [Member] | Subsequent Event [Member] | Founder Shares [Member] | Sponsor [Member]
Stock issued during period shares issued to sponsor and founders		4,312,500
Class B common stock [Member] | Over-Allotment Option [Member]
Common stock shares subject to forfeiture						562,500
Class B common stock [Member] | Over-Allotment Option [Member] | Subsequent Event [Member]
Common stock shares subject to forfeiture	562,500	562,500

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Total	Common Stock [Member]		Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Jan. 25, 2021		$ 0	$ 0	[1]	$ 0	$ 0
Beginning balance (in shares) at Jan. 25, 2021	[1]		0
Issuance of Class B common stock to Sponsor	[1],[2]	25,000	$ 575		24,425	0
Issuance of Class B common stock to Sponsor (in shares)	[1],[2]		4,312,500
Net loss		(1,499)				(1,499)
Ending balance at Jun. 30, 2021		23,501	$ 575	[1]	24,425	(1,499)
Ending balance (in shares) at Jun. 30, 2021	[1]		4,312,500
Beginning balance at Jan. 25, 2021		0	$ 0	[1]	0	0
Beginning balance (in shares) at Jan. 25, 2021	[1]		0
Net loss		(1,753)
Ending balance at Sep. 30, 2021		23,247	$ 575	[1]	24,425	(1,753)
Ending balance (in shares) at Sep. 30, 2021	[1]		4,312,500
Beginning balance at Jun. 30, 2021		23,501	$ 575	[1]	24,425	(1,499)
Beginning balance (in shares) at Jun. 30, 2021	[1]		4,312,500
Net loss		(254)				(254)
Ending balance at Sep. 30, 2021		$ 23,247	$ 575	[1]	$ 24,425	$ (1,753)
Ending balance (in shares) at Sep. 30, 2021	[1]		4,312,500
[1]	Includes an aggregate of 562,500 shares of Class B common stock that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully executed their over-allotment option; thus, these shares are no longer subject to forfeiture.
[2]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	Oct. 04, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Subsequent Event [Member] | Sponsor [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders	4,312,500	4,312,500
Class B common stock [Member] | Sponsor [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders			5,750,000	5,750,000	5,750,000
Class B common stock [Member] | Subsequent Event [Member] | Sponsor [Member] | Founder Shares [Member]
Stock issued during period shares issued to sponsor and founders		4,312,500
Class B common stock [Member] | Over-Allotment Option [Member]
Temporary equity shares outstanding						562,500

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	5 Months Ended	8 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Cash flows from Operating Activities:
Net loss	$ (254)	$ (1,499)	$ (1,753)
Changes in operating assets and liabilities:
Accrued offering costs and expenses			1,753
Net cash used in operating activities			0
Cash flows from Financing Activities:Cash flows from Financing Activities:
Proceeds from issuance of promissory note to related party			165,949
Payment of deferred offering costs			(165,949)
Net cash provided by financing activities			0
Net change in cash			0
Cash – Beginning		$ 0	0
Cash – Ending	$ 0		0
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs			663,571
Prepaid Expenses paid by Sponsor in exchange for issuance of Class B ordinary shares			$ 25,000

Description of Organization and

Description of Organization and Business Operations	8 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Arena Fortify Acquisition Corp. (the “Company”) The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from January 26, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Arena Fortify Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On January 26, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor and Founders (as defined below) in exchange for the payment of $25,000 of deferred offering costs on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. Up to 562,500 Founder Shares were subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters. On November 15, 2021, the underwriters fully exercised the over-allotment option; thus, Founder Shares are no longer subject to forfeiture. The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021 (the “Effective Date”). On November 15, 2021, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (which included the full exercise of the underwriters’ over-allotment option), which is discussed in Note 3 (the “Public Offering”) and the sale of an aggregate of 5,450,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Arena Fortify Sponsor LLC (the “Sponsor”), Cowen Investments II LLC (“Cowen”) and Intrepid Financial Partners, L.L.C. (“Intrepid” and collectively, the “Initial Stockholders” or “Founders”) that closed simultaneously with the Initial Public Offering. The Company also issued promissory notes to each of the Initial Stockholders (collectively, the “Initial Stockholder Loan Notes”), generating aggregate gross proceeds to the Company of $3,450,000 . The Initial Stockholder Loan Notes shall be repaid in cash or converted into warrants (the “Initial Stockholder Loan Warrants” and, collectively with the Private Placement Warrants, the “Warrants”)) at a purchase price of $ per warrant, at each such lender’s sole direction. The Initial Stockholder Loan Warrants will be identical to the Private Placement Warrants. Transaction costs amounted to $4,702,460 consisting of $3,450,000 of underwriting commissions and $1,252,460 of other cash offering costs. Of this amount, $4,443,825 was charged to stockholders’ deficit and $ A total of $175,950,000 of the $177,950,000 in total gross proceeds, comprised of $172,500,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units ($10.00 per Unit)) and $5,450,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S. based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as a trustee. Risks and Uncertainties The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes (less up to $100,000 to pay winding up and dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to affect the substance or timing of its obligation to redeem 100 % of such Public Shares if it has not consummated an Initial Business Combination within 15 months from the closing of the Initial Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 15 months, February 15, 2023, from the closing of the Initial Public Offering. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “Public Stockholders”) of the Public Shares. Initial Business Combination While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least % of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the Marketing Fee) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering will be held in the Trust Account. Proceeds of the Initial Public Offering, private placement warrants and Initial Stockholder Loans (see Note 5) held in the Trust Account will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations (“Permitted Withdrawals”). The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.20 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and Founders and its permitted transferees will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and Founders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering, February 15, 2023 (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of permitted withdrawals and up to $ stockholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window. The Sponsor and Founders have agreed to waive their right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor and Founders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration, Liquidity and Capital Resources As of September 30, 2021, the Company had no cash and a working capital deficit of $806,273. The Company’s liquidity needs up to September 30, 2021, had been satisfied through a payment of $25,000 in prepaid expenses paid by the Sponsor in exchange for the Founder Shares (see Note 5), and borrowings under the promissory note of $165,949. The promissory note was fully repaid on November 17, 2021, from the proceeds of the Initial Public Offering (see Note 5). Subsequent to the period covered by this quarterly report on Form 10-Q In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from January 26, 2021 (inception) to March 2, 2021 as filed with the SEC on November 12, 2021, and the Company’s report on Form 8-K, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from January 26, 2021 (inception) through September 30, 2021. Net Loss Per Common Share of Common Stock Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per share of common share is the same as basic loss per share of common stock for the periods. Shares subject to forfeiture are excluded from the calculation of weighted average shares outstanding until the forfeiture restrictions lapse. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrant Liability The Company will account for the 12,500,000 warrants (or 14,075,000 warrants if the underwriters’ over-allotment option is exercised in full) issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured re-evaluation Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management 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 financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering The Company consummated its Initial Public Offering of 17,250,000 Units on November 15, 2021 (including the over-allotment Units). Each Unit consists of one Class A common stock and one half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000 and incurring $3,450,000 in underwriting fees.

Private Placement

Private Placement	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering the Sponsor purchased 4,360,000 warrants, which included the underwriters exercise of the full over-allotment option, each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant and $4,360,000 in the aggregate, in a private placement which occurred concurrently with the closing of the Initial Public Offering. Additionally, Cowen purchased 545,000 private placement warrants, including 45,000 private placement warrants issued in connection with the exercise in full by the underwriters of their option to purchase additional Unit, with the same terms as the Sponsor in a private placement which occurred concurrently with the closing of the Initial Public Offering (the “Cowen Private Placement Warrants”). Additionally, Intrepid purchased 545,000 private placement warrants, including 45,000 private placement warrants issued in connection with the exercise in full by the underwriters of their option to purchase additional Units, with the same terms as the Sponsor in a private placement that occurred concurrently with the closing of the Initial Public Offering (the “Intrepid Private Placement Warrants”). The private placement resulted in an aggregate of 5,450,000 warrants and $5,450,000 in proceeds, a portion of which was placed in the Trust Account.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In January 2021, the Sponsor and Founders purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor and Founders will own, on an as-converted The Sponsor and Founders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Promissory Note — Related Party On February 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account will be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Initial Stockholder Loans The Sponsor and Founders have agreed to lend the Company an aggregate amount of $3,450,000 as of the closing date of this offering (the “Initial Stockholder Loans”). The Initial Stockholder Loans will bear no interest. The proceeds of the Initial Stockholder Loans will be added to the Trust Account and be used to fund the redemption of the Company’s public shares (subject to the requirements of applicable law). The Initial Stockholder Loans are being extended in order to ensure that the amount in the Trust Account is $10.20 per public share. If the Company does not complete a Business Combination, the Company will not repay the Initial Stockholder Loans and their proceeds will be distributed to the Company’s public stockholders. The Sponsor and Founders have waived any claims against the trust account in connection with these loans. As of September 30, 2021, there were no amounts outstanding under the Initial Stockholder Loans. As of the closing of the Initial Public Offering, $3,450,000 was outstanding under the Initial Stockholder Loans.

Commitments and Contingencies

Commitments and Contingencies	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering and subsequent exercise of the over-allotment option, or $3,450,000. Business Combination Marketing Agreement The Company has engaged underwriters as advisors in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’s attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business combination, assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. The Company will pay the Marketing Fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the full or partial exercise of the over-allotment option.

Warrants

Warrants	8 Months Ended
	Sep. 30, 2021
Warrant Liability Disclosure [Abstract]
Warrants	Note 7 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. • 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, or the 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable

Stockholder's Equity

Stockholder's Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 8 — Stockholders’ Equity Preferred Stock Class A Common Stock one vote Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events Management has evaluated the impact of subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment or disclosure in the financial statements and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. Other than the events described in the Notes above, including the completion of the Initial Public Offering and additional offering, sale of the Private Placement Warrants, the contribution of Class B shares back to capital, and the Initial Stockholder Loans, management did not identify any other material subsequent events.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from January 26, 2021 (inception) to March 2, 2021 as filed with the SEC on November 12, 2021, and the Company’s report on Form 8-K,
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from January 26, 2021 (inception) through September 30, 2021.
Net Loss Per Common Share of Common Stock	Net Loss Per Common Share of Common Stock Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss per share of common share is the same as basic loss per share of common stock for the periods. Shares subject to forfeiture are excluded from the calculation of weighted average shares outstanding until the forfeiture restrictions lapse.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Warrant Liability	Warrant Liability The Company will account for the 12,500,000 warrants (or 14,075,000 warrants if the underwriters’ over-allotment option is exercised in full) issued in connection with the Initial Public Offering and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company will classify the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured re-evaluation
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 Management 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 financial statements.

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		Nov. 15, 2021	Oct. 04, 2021	Jan. 26, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Oct. 30, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares Issued Price Per Share									$ 10
Proceeds from Issuance Initial Public Offering				$ 172,500,000
Restricted Investments Term									185 days
Minimum networth to effect business combination								$ 5,000,001
Cash									$ 0
Working Capital (deficit)									$ 806,273
Entity incorporation, Date of incorporation									Jan. 26, 2021
Stock issued during period value issued to sponsor and founders	[1],[2]							$ 25,000
Common Stock, Shares, Outstanding										4,312,500
Proceeds from debt				3,450,000
Proceeds from Issuance or Sale of Equity				177,950,000
Proceeds from Issuance of Private Placement				5,450,000
Dissolution Expense									$ 100,000
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination									100.00%
Percentage fair market value balance in trust account									80.00%
Cash Held-in-trust									$ 175,950,000
Cash Held outside trust									1,732,907
Prepaid expenses									25,000
Promissory note – related party									$ 165,949
Warrants and rights outstanding		$ 5,450,000
Share Price Equal or Exceeds Ten Point Two Zero Rupees per dollar [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price									$ 10.20
Working capital loans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument conversion price									1
Sponsor [Member] | Working capital loans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument conversion price									$ 1
Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares issued to sponsor and founders			4,312,500		4,312,500
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity metohd investment ownership percentage									50.00%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Issuance or Sale of Equity				$ 175,950,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issuance costs									$ 4,702,460
Payments for underwriting expense									3,450,000
Other offering costs									1,252,460
Offering costs allocated to Warrants									258,635
Offering costs charged to stockholders deficit									$ 4,443,825
Private Placement [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Issuance of Private Placement		5,450,000
Warrants and rights outstanding		$ 5,450,000
Private Placement [Member] | Private Placement Warrants [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares Issued Price Per Share		$ 11.50
Class of warrants exercise price per share		$ 1
Class A common stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Outstanding									0
Class A common stock [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares		17,250,000
Class A common stock [Member] | IPO [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares Issued Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 172,500,000
Class of warrants exercise price per share		$ 11.50
Class A common stock [Member] | Private Placement [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period Shares		4,360,000
Shares Issued Price Per Share		$ 11.50
Class of warrants exercise price per share		$ 1
Class B common stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Outstanding									4,312,500
Class B common stock [Member] | Founder Shares [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares issued to sponsor and founders						5,750,000	5,750,000	5,750,000
Stock issued during period value issued to sponsor and founders						$ 25,000	$ 25,000	$ 25,000
Deferred offering costs Per share				$ 0.004
Class B common stock [Member] | Founder Shares [Member] | Sponsor [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares issued to sponsor and founders					4,312,500
Class B common stock [Member] | Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares subject to forfeiture									562,500
Class B common stock [Member] | Over-Allotment Option [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares subject to forfeiture			562,500		562,500
[1]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	Includes an aggregate of 562,500 shares of Class B common stock that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully executed their over-allotment option; thus, these shares are no longer subject to forfeiture.

Significant Accounting Policies

Significant Accounting Policies - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)shares
Class of Stock [Line Items]
FDIC insured amount	$ 250,000
Unrecognized tax benefits	0
Accrued for interest and penalties	$ 0
Class of Warrant or Right, Outstanding | shares	0
IPO [Member]
Class of Stock [Line Items]
Stock issuance costs	$ 4,702,460
Payments for underwriting expense	3,450,000
Other offering costs	1,252,460
Offering costs charged to stockholders deficit	4,443,825
Offering costs allocated to warrants	$ 258,635
Warrants issued during period | shares	12,500,000
Over-Allotment Option [Member]
Class of Stock [Line Items]
Warrants issued during period | shares	14,075,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 15, 2021	Jan. 26, 2021	Sep. 30, 2021
Initial Public Offering [Line Items]
Shares Issued Price Per Share			$ 10
Proceeds from issuance of initial public offering		$ 172,500,000
IPO [Member] | Common Class A [Member]
Initial Public Offering [Line Items]
Stock Issued During Period Shares	17,250,000
IPO [Member] | Common Class A [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Shares Issued Price Per Share	$ 10
Stock Conversion Basis	Each Unit consists of one Class A common stock and one half of one Public Warrant.
Shares issuable per warrant	1
Exercise price of warrant	$ 11.50
Proceeds from issuance of initial public offering	$ 172,500,000
Underwriting fee	$ 3,450,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Nov. 15, 2021	Jan. 26, 2021	Sep. 30, 2021
Issue price per share			$ 10
Warrants and rights outstanding	$ 5,450,000
Proceeds from private placement		$ 5,450,000
Subsequent Event [Member] | Private Placement [Member]
Warrants and rights outstanding	5,450,000
Proceeds from private placement	$ 5,450,000
Common Class A [Member] | Subsequent Event [Member] | Private Placement [Member]
Shares issued (in shares)	4,360,000
Issue price per share	$ 11.50
Class of warrants exercise price per share	$ 1
Stock issued during period value new issues	$ 4,360,000
Cowen Private Placement Warrants [Member] | Subsequent Event [Member] | Private Placement [Member]
Shares issued (in shares)	545,000
Cowen Private Placement Warrants [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Shares issued (in shares)	45,000
Intrepid Private Placement Warrants [Member] | Subsequent Event [Member] | Private Placement [Member]
Shares issued (in shares)	545,000
Intrepid Private Placement Warrants [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Shares issued (in shares)	45,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)		Oct. 04, 2021	Feb. 22, 2021	Jan. 26, 2021	Jan. 01, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Nov. 15, 2021
Related Party Transaction [Line Items]
Stock issued during period value issued to sponsor and founders	[1],[2]								$ 25,000
Stock conversion percentage threshold										20.00%
Proceeds from debt				$ 3,450,000
Working capital loans [Member]
Related Party Transaction [Line Items]
Debt instrument conversion price per warrant										$ 1
Common Class B [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture										562,500
Common Class B [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture		562,500				562,500
Sponsor [Member]
Related Party Transaction [Line Items]
Stock conversion percentage threshold										20.00%
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument outstanding										$ 165,949
Sponsor [Member] | Working capital loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity warrants value										$ 1,500,000
Debt instrument conversion price per warrant										$ 1
Sponsor [Member] | Initial Stock Holder Loans [Member]
Related Party Transaction [Line Items]
Debt instrument outstanding										$ 0
Proceeds from debt										$ 3,450,000
Amount in trust account per public share										10.20
Sponsor [Member] | Over-Allotment Option [Member] | Initial Stock Holder Loans [Member]
Related Party Transaction [Line Items]
Proceeds from debt										$ 3,450,000
Sponsor [Member] | Subsequent Event [Member] | Initial Stock Holder Loans [Member]
Related Party Transaction [Line Items]
Debt instrument outstanding											$ 3,450,000
Sponsor [Member] | Founder Shares [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Stock issued during period shares issued to sponsor and founders		4,312,500				4,312,500
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note face amount			$ 300,000
Promissory note payment terms			The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering.
Sponsor [Member] | After Completion Of Business Combination [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Lock in period of founder shares					1 year
Sponsor [Member] | Common Class A [Member] | After Completion Of Business Combination [Member]
Related Party Transaction [Line Items]
Share price								$ 12
Number of specific trading days for determining share price								20 days
Total number of trading days for determining the share price								30 days
Period from business combination for which closing price of share is considered								150 days
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period value issued to sponsor and founders							$ 25,000	$ 25,000	$ 25,000
Stock issued during period shares issued to sponsor and founders							5,750,000	5,750,000	5,750,000
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Stock issued during period shares issued to sponsor and founders						4,312,500
Working capital loans [Member] | Working capital loans [Member]
Related Party Transaction [Line Items]
Due to related parties										$ 0
[1]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	Includes an aggregate of 562,500 shares of Class B common stock that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully executed their over-allotment option; thus, these shares are no longer subject to forfeiture.

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Jan. 26, 2021	Sep. 30, 2021
Other Commitments [Line Items]
Proceeds from debt	$ 3,450,000
IPO [Member]
Other Commitments [Line Items]
Percentage of gross proceeds of initial public offering		3.50%
Initial Stock Holder Loans [Member] | Sponsor [Member]
Other Commitments [Line Items]
Proceeds from debt		$ 3,450,000
Initial Stock Holder Loans [Member] | Sponsor [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Underwriting discount percentage		2.00%
Proceeds from debt		$ 3,450,000
Units [Member] | Underwriter Commitment To Cover Over Allotments [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Overallotment Option Vesting Period		45 days
Stock Issued During Period Shares		2,250,000

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares	5 Months Ended	8 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit		$ 0.10
Number of consecutive trading days for determining share price		20 days
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering		30 days
Warrants and Rights Outstanding, Term		5 years
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Class of warrants, redemption price per unit		$ 0.01
Number of consecutive trading days for determining share price		20 days
Number Of Days Of Notice To Be Given For Redemption Of Warrants		30 days
Number Of Trading Days For Determining The Share Price		30 days
Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Number of consecutive trading days for determining share price	20 days
Number Of Trading Days For Determining The Share Price	30 days
Public Warrants [Member] | Class A common stock [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Share price		$ 18
Public Warrants [Member] | Class A common stock [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]
Warrant Liability Disclosure [Line Items]
Share price	$ 10	$ 10

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail) - USD ($)		Oct. 04, 2021	Oct. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Oct. 30, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized							1,000,000
Preferred Stock Par Or Stated Value Per Share							$ 0.0001
Preferred Stock, Shares Issued							0
Preferred Stock, Shares Outstanding							0
Common Stock, Shares, Outstanding								4,312,500
Stock issued during period value issued to sponsor and founders	[1],[2]					$ 25,000
Stock conversion percentage threshold							20.00%
Sponsor [Member]
Class of Stock [Line Items]
Stock conversion percentage threshold							20.00%
Sponsor [Member] | Subsequent Event [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock issued during period shares issued to sponsor and founders		4,312,500	4,312,500
Class A common stock [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized							200,000,000
Common Stock Par Or Stated Value Per Share							$ 0.0001
Common Stock, Shares, Issued							0
Common Stock, Shares, Outstanding							0
Class B common stock [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized							30,000,000
Common Stock Par Or Stated Value Per Share							$ 0.0001
Common Stock, Shares, Issued							4,312,500
Common Stock, Shares, Outstanding							4,312,500
Common stock conversion basis							The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis
Class B common stock [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Temporary equity, shares outstanding							562,500
Percentage of common stock issued and outstanding				20.00%
Common stock shares subject to forfeiture							562,500
Class B common stock [Member] | Over-Allotment Option [Member] | Maximum [Member]
Class of Stock [Line Items]
Temporary equity, shares outstanding				750,000
Class B common stock [Member] | Subsequent Event [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares subject to forfeiture		562,500	562,500
Class B common stock [Member] | Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock issued during period shares issued to sponsor and founders				5,750,000	5,750,000	5,750,000
Stock issued during period value issued to sponsor and founders				$ 25,000	$ 25,000	$ 25,000
Class B common stock [Member] | Sponsor [Member] | Subsequent Event [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock issued during period shares issued to sponsor and founders			4,312,500
[1]	In October 2021, the Company effected a share contribution back to capital resulting in the Sponsor and Founders holding 4,312,500 shares of Class B common stock. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	Includes an aggregate of 562,500 shares of Class B common stock that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full (see Note 5). On November 15, 2021, the underwriters fully executed their over-allotment option; thus, these shares are no longer subject to forfeiture.