Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | cleantech Acquisition Corp. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001849820 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||
ASSETS | |||||
Cash | $ 789,012 | $ 25,000 | $ 25,000 | ||
Prepaid expenses | 583,799 | ||||
Deferred offering costs | 128,165 | ||||
Total current assets | 1,372,811 | 25,000 | |||
Investments held in Trust Account | 174,226,747 | ||||
Total Assets | 175,599,558 | 153,165 | 25,000 | ||
Current liabilities: | |||||
Accounts payable | 74,593 | ||||
Accrued expenses | 103,370 | 1,000 | 1,000 | ||
Accrued expenses – related party | 20,000 | ||||
Franchise tax payable | 24,034 | ||||
Accrued offering costs | 33,960 | 128,165 | |||
Total current liabilities | 255,957 | 1,000 | |||
Warrant liability | 12,670,500 | ||||
Total Liabilities | 12,926,457 | 129,165 | 1,000 | ||
Commitments and Contingencies | |||||
Common stock, $0.0001 par value; 17,250,000 and 0 shares at redemption value at September 30, 2021 and December 31, 2020, respectively | 174,225,000 | ||||
Stockholder’s Equity | |||||
Common stock value | 431 | 431 | [1],[2] | 431 | [1] |
Additional paid-in capital | 24,569 | 24,569 | |||
Accumulated deficit | (11,552,330) | (1,000) | (1,000) | ||
Total Stockholders’ (Deficit) Equity | (11,551,899) | 24,000 | 24,000 | ||
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO REDEMPTION AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 175,599,558 | $ 153,165 | $ 25,000 | ||
[1] | In February 2021, the Company effected a 1.4375-for-1 stock split, resulting in 7,187,500 shares of common stock outstanding. In June 2021, our Sponsor forfeited 2,875,000 founder shares for no consideration resulting in 4,312,500 shares of common stock outstanding (see Notes 5 and 9). All share and per-share amounts have been retroactively restated to reflect the share forfeiture. | ||||
[2] | Includes up to 562,500 common stock subject to forfeiture if the over -allotment |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock shares redemption value | 17,250,000 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Income Statement [Abstract] | ||||||||
General and administrative expenses | $ 1,000 | |||||||
Net income (loss) | $ 3,341,073 | $ (1,000) | $ 3,341,073 | $ (1,000) | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 17,760,989 | 3,750,000 | [1],[2] | 3,750,000 | 3,750,000 | [1],[2] | 9,904,182 | 3,750,000 |
Basic and diluted net income (loss) per share of common stock (in Dollars per share) | $ 0.19 | $ 0 | $ 0 | $ 0 | $ 0.34 | $ 0 | ||
Operating and formation costs | $ 417,261 | $ 417,261 | $ 1,000 | |||||
Franchise tax expense | 24,034 | 24,034 | ||||||
Loss from operations | (441,295) | (441,295) | (1,000) | |||||
Warrant issuance costs | (256,379) | (256,379) | ||||||
Net gain on investments held in Trust Account | 1,747 | 1,747 | ||||||
Change in fair value of warrant liabilities | $ 4,037,000 | $ 4,037,000 | ||||||
[1] | Excludes up to 562,500 common stock subject to forfeiture if the over -allotment | |||||||
[2] | In February 2021, the Company effected a 1.4375-for-1 stock split, resulting in 7,187,500 shares of common stock outstanding. In June 2021, our Sponsor forfeited 2,875,000 founder shares for no consideration resulting in 4,312,500 shares of common stock outstanding (see Notes 5 and 9). All share and per-share amounts have been retroactively restated to reflect the share forfeiture. |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ (Deficit) Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Jun. 17, 2020 | |||||
Net income (loss) | (1,000) | (1,000) | |||
Balance at Jun. 30, 2020 | (1,000) | (1,000) | |||
Balance at Jun. 17, 2020 | |||||
Issuance of Common stock to Sponsor | [1],[2] | $ 431 | 24,569 | 25,000 | |
Issuance of Common stock to Sponsor (in Shares) | [1],[2] | 4,312,500 | |||
Net income (loss) | (1,000) | (1,000) | |||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Balance at Jun. 30, 2020 | (1,000) | (1,000) | |||
Sale of 4,312,500 Founder Shares | $ 431 | 24,569 | 25,000 | ||
Sale of 4,312,500 Founder Shares (in Shares) | 4,312,500 | ||||
Net income (loss) | |||||
Balance at Sep. 30, 2020 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Sep. 30, 2020 | 4,312,500 | ||||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Net income (loss) | |||||
Balance at Mar. 31, 2021 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | ||||
Balance at Dec. 31, 2020 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Balance at Sep. 30, 2021 | $ 431 | (11,552,330) | (11,551,899) | ||
Balance (in Shares) at Sep. 30, 2021 | 4,312,500 | ||||
Balance at Mar. 31, 2021 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | ||||
Net income (loss) | |||||
Balance at Jun. 30, 2021 | $ 431 | 24,569 | (1,000) | 24,000 | |
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | ||||
Excess of cash received over fair value of private placement warrants | 1,076,250 | 1,076,250 | |||
Accretion of common stock to redemption amount | (1,100,819) | (14,892,403) | (15,993,222) | ||
Net income (loss) | 3,341,073 | 3,341,073 | |||
Balance at Sep. 30, 2021 | $ 431 | $ (11,552,330) | $ (11,551,899) | ||
Balance (in Shares) at Sep. 30, 2021 | 4,312,500 | ||||
[1] | In February 2021, the Company effected a 1.4375-for-1 stock split, resulting in 7,187,500 shares of common stock outstanding. In June 2021, our Sponsor forfeited 2,875,000 founder shares for no consideration resulting in 4,312,500 shares of common stock outstanding (see Notes 5 and 9). All share and per-share amounts have been retroactively restated to reflect the share forfeiture. | ||||
[2] | Includes up to 562,500 common stock subject to forfeiture if the over -allotment |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Parentheticals) | 3 Months Ended |
Sep. 30, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Founder Shares | 4,312,500 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (1,000) | $ (1,000) | $ 3,341,073 | |
Adjustments to reconcile net income (loss) to net cash used in operations: | ||||
Net gain on investments held in Trust Account | (1,747) | |||
Change in fair value of warrant liabilities | (4,037,000) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (583,799) | |||
Accounts payable | 75,024 | |||
Accrued expenses | 1,000 | 102,370 | ||
Accrued offering expense | 33,960 | |||
Accrued expense – related party | 20,000 | |||
Franchise tax payable | 24,034 | |||
Expensed offering costs | 1,000 | 256,379 | ||
Net cash used in operating activities | (769,706) | |||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (174,225,000) | |||
Net cash used in investing activities | (174,225,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from promissory note – related party | 188,302 | |||
Repayment of promissory note – related party | (188,302) | |||
Proceeds from initial public offering, net of underwriter’s discount paid | 169,050,000 | |||
Proceeds from sale of private placement warrants | 7,175,000 | |||
Payment of offering costs | (466,282) | |||
Proceeds from sale of Founder Shares | 25,000 | |||
Proceeds from sale of Common stock to Sponsor | 25,000 | |||
Net cash provided by financing activities | 25,000 | 25,000 | 175,758,718 | |
Net Change in Cash | 25,000 | 25,000 | 764,012 | |
Cash – Beginning of period | 25,000 | 25,000 | ||
Cash – End of period | 25,000 | 25,000 | 25,000 | 789,012 |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Initial classification of warrant liabilities | $ 16,707,500 | |||
Non-cash investing and financing activities: | ||||
Deferred offering costs included in accrued offering costs | $ 128,165 |
Description of Organization And
Description of Organization And Business Operations | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS CleanTech Acquisition Corp. (formerly known as “Chardan Healthcare Acquisition 5 Corp.”) (the “Company”) is a blank check company incorporated in Delaware on June As of March -operating The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 17,250,000 Units if the underwriters’ over -allotment -allotment -Sponsors The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds 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 must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction A total of $10.10 per unit (whether or not the underwriters’ over -allotment -7 -up The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Proposed Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. If the Company seeks stockholder approval of the initial business combination and the Company does not conduct redemptions in connection with the business combination pursuant to the tender offer rules, the certificate of incorporation provides that a public stockholder, individually or 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering. Furthermore, in order for a public stockholder to have his, her or its shares redeemed for cash in connection with any proposed business combination, the Company may require that the public stockholders vote either in favor of or against a proposed business combination. If required to vote pursuant to the procedures specified in the proxy statement to stockholders relating to the business combination, and a public stockholder fails to vote in favor of or against the proposed business combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his, her or its shares of common stock redeemed to cash in connection with such business combination. The initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of the initial business combination, including their founder shares and public shares that they have purchased during or after the offering, if any. In addition, the initial stockholders have agreed to waive their rights to liquidating distributions with respect to its founder shares if the Company fails to consummate the initial business combination within 12 The Company will have until 12 -allotment -allotment If the Company does not complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the 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 warrants, which will expire worthless if the Company fails to complete the business combination within the time period. In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CleanTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 18, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2021. On July 19, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per unit, generating gross proceeds of $150,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,333,333 warrants at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Sponsor (the “Sponsor”), and 2,166,667 warrants (together, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CleanTech Investments, an affiliate of the Sponsor (the “Co -sponsor The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the exercise of the over -allotment -Allotment Following the closing of the Initial Public Offering and the over -allotment -7 Transaction costs related to the issuances described above amounted to $3,916,282, consisting of $3,450,000 of cash underwriting fees and $466,282 of other offering costs. In addition, at September 30, 2021, $789,012 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds 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 must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial 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 Initial 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 Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to 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 the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public 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 law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial 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 either immediately prior to or upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the certificate of incorporation provides that a public stockholder, individually or 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in the initial public offering. Furthermore, in order for a public stockholder to have his, her or its shares redeemed for cash in connection with any proposed Business Combination, the Company may require that the public stockholders vote either in favor of or against a proposed Business Combination. If required to vote pursuant to the procedures specified in the proxy statement to stockholders relating to the Business Combination, and a public stockholder fails to vote in favor of or against the proposed Business Combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his, her or its shares of common stock redeemed to cash in connection with such Business Combination. The initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation of the initial Business Combination, including their founder shares and public shares that they have purchased during or after the offering, if any. In addition, the initial stockholders have agreed to waive their rights to liquidating distributions with respect to its founder shares if the Company fails to consummate the initial Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the offering. However, if the initial stockholders acquire public shares in or after the Initial Public Offering, they will be entitled to receive liquidating distributions with respect to such public shares if the Company fails to consummate the initial Business Combination within the required time period. If the Company does not complete a business combination within 12 months (or up to 18 months, as applicable) from the closing this offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the 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 warrants, which will expire worthless if the Company fails to complete the Business Combination within the time period. In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited 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 Article 8 of Regulation S -X The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15 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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. As such, the financial statements may not be comparable to companies that comply with public company effective dates. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to a planned public offering and that will be charged to shareholder’s equity or the statement of operations based on the relative value of the Public and Private Warrants (if accounted for as liabilities) to the proceeds received upon the completion of a planned public offering. Deferred offering costs associated with warrant liabilities, which will be allocated on a prorata basis, will be immediately expensed. Should a planned public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March The provision for income taxes was deemed to be de minimis for the three months ended March Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Weighted average common shares were reduced for the effect of an aggregate of 562,500 -allotment 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 Corporation limit of $250,000. At March Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement -term The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued -current -cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 16, 2021, as well as the Company’s Current Reports on Form 8 -K The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Revision of Previously Issued Financial Statements The Company revised its previously issued financial statements to classify redeemable common stock in temporary equity. In accordance with Securities and Exchange Commission (“SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The reclassification of amounts from permanent equity to temporary equity result in non -cash The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: July 19, 2021 As Previously Adjustments As Revised Balance Sheet (unaudited) Common stock subject to possible redemption $ 154,073,040 $ 7,818,210 $ 161,891,250 Allocation of underwriter’s discounts, offering costs and deferred fees to shares — (3,657,956 ) (3,657,956 ) Immediate accretion to redemption value — 15,991,706 15,991,706 Total common stock subject to possible redemption 154,073,040 20,151,960 174,225,000 Common stock 631 (200 ) 431 Additional paid-in capital 5,258,926 (5,258,926 ) — Accumulated deficit (259,547 ) (14,892,834 ) (15,152,381 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (20,151,960 ) $ (15,151,950 ) 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 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying condensed statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its Class common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as shareholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 31, 2021, 17,250,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against additional paid -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Issuance costs allocated to common stock (3,657,956 ) Plus: Accretion of carrying value to redemption value 15,991,706 Common stock subject to possible redemption $ 174,225,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Scholes Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. 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 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021 and for the period from June 18, 2020 (inception) through September 30, 2020. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net earnings by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Three Months Nine Months Three Months For the period Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 3,341,073 $ 3,341,073 $ — $ (1,000 ) Denominator Basic and diluted weighted average shares outstanding (1) 17,760,989 9,904,182 3,750,000 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.19 $ 0.34 $ 0.00 $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued -current -cash Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Proposed Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale 15,000,000 Units (or 17,250,000 Units if the underwriters’ over -allotment -twentieth -half | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering which was consummated on July 19, 2021, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one right entitling the holder thereof to receive one -twentieth -half On July 26, 2021, the underwriters fully exercised the over -allotment -Allotment |
Private Placement
Private Placement | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor has agreed to purchase an aggregate of 6,500,000 Private Warrants (or 7,175,000 Private Warrants if the underwriters’ over -allotment | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Co -Sponsor -Allotment |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In July 2020, CleanTech Investments paid $25,000 for 5,000,000 -for-1 over -allotment -converted CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. Promissory Notes-Related Party On March -interest Administrative Support Agreement The Company intends to enter into an agreement to the Sponsor, a total of $10,000 per month for office space, secretarial and administrative services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial business combination, the Company’s co -sponsors -sponsors Related Party Extension Loans As discussed in Note -allotment -allotment | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor was issued 5,000,000 -for-1 -allotment -converted On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares. CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 -allotment -allotment -share The underwriter exercised the over -allotment Administrative Services Agreement The Company entered into an agreement, commencing on the July 14, 2021, to pay Chardan Capital Markets, LLC up to $10,000 per month for office space, administrative and support services. The total amounts of administrative service fees accrued for the three months and nine months ended September 30, 2021 were $20,000. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non -interest Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Company’s Sponsor, Co -Sponsor |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Registration and Stockholder Rights Agreement The holders of insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants (and all underlying securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the initial public offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy -back Underwriting Agreement The Company will grant the underwriters a 45 -day -allotments The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $3,000,000 in the aggregate (or $3,450,000 in the aggregate if the underwriters’ over -allotment Business Combination Marketing Agreement The Company intends to engage Chardan Capital Markets, LLC as an advisor in connection with the initial business combination to assist the Company in holding meetings with the stockholders to discuss the potential business combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential business combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with press releases and public filings in connection with the business combination. The Company will pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of the 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 underwriters’ over -allotment Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement Pursuit to a registration rights agreement entered into on July 14, 2021, the holders of insider shares issued and outstanding, as well as the holders of the private warrants (and all underlying securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the initial public offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy -back Underwriters Agreement The Company granted the underwriter a 45 -day -allotments -allotment In connection with the closing of the Initial Public Offering and subsequent exercise of the over -allotment Business Combination Marketing Agreement The Company intends to engage Chardan Capital Markets, LLC as an advisor in connection with the initial Business Combination to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay Chardan Capital Markets, LLC a marketing fee for such services upon the consummation of the 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 underwriters’ over -allotment |
Warrants
Warrants | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Warrants Disclosure [Abstract] | ||
WARRANTS | NOTE 7. WARRANTS Each whole public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as described below, at any time commencing on the later of one year after the closing of the initial public offering or the consummation of an initial business combination. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 120 days from the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of the initial business combination at 5:00 p.m., New York City time. The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant: • • • -day • -day The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise the option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of the common shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of common stock or equity -linked cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the consummation of an initial business combination). The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Except as described above, no public warrants will be exercisable for cash, and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited, and the warrants may expire worthless. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the 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 warrant holder. The Company will account for the 14,000,000 warrants to be issued in connection with the Proposed Public Offering (including 7,500,000 Public Warrants and 6,500,000 Private Placement Warrants assuming the underwriters’ over -allotment -40 The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Proposed Public Offering. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re -measurement -measurement | NOTE 7. WARRANTS As of September 30, 2021 and December 31, 2020, there were 15,800,000 (including 8,625,000 Public Warrants and 7,175,000 Private Placement Warrants). Each whole public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as described below, at any time commencing on the later of one year after the closing of the initial public offering or the consummation of an initial Business Combination. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 120 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five The private warrants are identical to the public warrants underlying the units offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant: • • • -day • -day The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Company’s common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise the option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of the common shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. In addition, if the Company issues additional shares of common stock or equity -linked warrants held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the consummation of an initial Business Combination). The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. Except as described above, no public warrants will be exercisable for cash, and the Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited, and the warrants may expire worthless. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the 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 warrant holder. The Company accounts for the 15,800,000 warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This warrant liabilities are subject to re -measurement -measurement |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 8. STOCKHOLDER’S EQUITY Preferred Stock Common Stock -allotment Holders of record of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial business combination, insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the initial public offering, including both the insider shares and any shares acquired in the initial public offering or following the initial public offering in the open market, in favor of the proposed business combination. Rights -twentieth -business -twentieth -converted The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. | NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock up to 562,500 -allotment -allotment Holders of record of common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the initial Business Combination, insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to the initial public offering, including both the insider shares and any shares acquired in the initial public offering or following the initial public offering in the open market, in favor of the proposed Business Combination. Rights -twentieth -business -twentieth -converted The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Subsequent Events
Subsequent Events | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet dates up to June The Company made borrowings under the Promissory Note on April In June 2021, the Sponsor forfeited 2,875,000 -share | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,226,747 $ 174,226,747 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 7,935,000 $ 7,935,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 4,735,500 $ — $ — $ 4,735,500 The Company did not have any assets or liabilities measured at fair value as of December 31, 2020. The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants, and a Binomial/lattice model in conjunction with the publicly -traded The Company utilizes a Black -Scholes -Scholes -price -free -free -coupon Transfers to/from Levels The following table provides the significant unobservable inputs used in the Monte Carlo model for the initial valuation the Public Warrants: As of Stock Price on Valuation Date $ 9.71 Strike price (Exercise Price Share) $ 11.50 Probability of completing a Business Combination 83.0 % Term (in years) 6.59 Volatility 4.5% pre-merger/ Risk-free rate 0.91 % Fair value of warrants $ 1.23 The following table provides the significant inputs to the Black -Scholes As of As of Stock price $ 9.71 $ 9.93 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 83.0 % 100.0 % Dividend yield — % — % Term (in years) 5.0 4.8 Volatility 17.2 % 12.2 % Risk-free rate 0.9 % 0.9 % Discount for lack of marketability — % — % Fair value of warrants $ 0.85 $ 0.66 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 14,750,000 Initial measurement of over-allotment warrants 1,957,500 Transfer of Public Warrants to Level 1 measurement (7,935,000 ) Change in fair value (4,037,000 ) Fair value as of September 30, 2021 $ 4,735,500 The Company recognized gains in connection with the change in the fair value of warrant liabilities of $4,037,000 in the condensed statements of operations during the three months and nine months ended September 30, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited 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 Article 8 of Regulation S -X The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15 | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 16, 2021, as well as the Company’s Current Reports on Form 8 -K The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. As such, the financial statements may not be comparable to companies that comply with public company effective dates. | 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 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. | 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to a planned public offering and that will be charged to shareholder’s equity or the statement of operations based on the relative value of the Public and Private Warrants (if accounted for as liabilities) to the proceeds received upon the completion of a planned public offering. Deferred offering costs associated with warrant liabilities, which will be allocated on a prorata basis, will be immediately expensed. Should a planned public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March The provision for income taxes was deemed to be de minimis for the three months ended March | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. 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 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the nine months ended September 30, 2021 and for the period from June 18, 2020 (inception) through September 30, 2020. |
Net Income (Loss) Per Share of Common Stock | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Weighted average common shares were reduced for the effect of an aggregate of 562,500 -allotment | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net earnings by the weighted -average -dilutive The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Three Months Nine Months Three Months For the period Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 3,341,073 $ 3,341,073 $ — $ (1,000 ) Denominator Basic and diluted weighted average shares outstanding (1) 17,760,989 9,904,182 3,750,000 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.19 $ 0.34 $ 0.00 $ (0.00 ) |
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 Corporation limit of $250,000. At March | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement -term The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued -current -cash | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued -current -cash |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements The Company revised its previously issued financial statements to classify redeemable common stock in temporary equity. In accordance with Securities and Exchange Commission (“SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The reclassification of amounts from permanent equity to temporary equity result in non -cash The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the periods, indicated: July 19, 2021 As Previously Adjustments As Revised Balance Sheet (unaudited) Common stock subject to possible redemption $ 154,073,040 $ 7,818,210 $ 161,891,250 Allocation of underwriter’s discounts, offering costs and deferred fees to shares — (3,657,956 ) (3,657,956 ) Immediate accretion to redemption value — 15,991,706 15,991,706 Total common stock subject to possible redemption 154,073,040 20,151,960 174,225,000 Common stock 631 (200 ) 431 Additional paid-in capital 5,258,926 (5,258,926 ) — Accumulated deficit (259,547 ) (14,892,834 ) (15,152,381 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (20,151,960 ) $ (15,151,950 ) | |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in net gain on investments held in Trust Account in the accompanying condensed statements of operations. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as shareholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 31, 2021, 17,250,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from the initial book value to redemption amount, which resulted in charges against additional paid -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Issuance costs allocated to common stock (3,657,956 ) Plus: Accretion of carrying value to redemption value 15,991,706 Common stock subject to possible redemption $ 174,225,000 | |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -Scholes |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of restatement of previously issued balance sheet | July 19, 2021 As Previously Adjustments As Revised Balance Sheet (unaudited) Common stock subject to possible redemption $ 154,073,040 $ 7,818,210 $ 161,891,250 Allocation of underwriter’s discounts, offering costs and deferred fees to shares — (3,657,956 ) (3,657,956 ) Immediate accretion to redemption value — 15,991,706 15,991,706 Total common stock subject to possible redemption 154,073,040 20,151,960 174,225,000 Common stock 631 (200 ) 431 Additional paid-in capital 5,258,926 (5,258,926 ) — Accumulated deficit (259,547 ) (14,892,834 ) (15,152,381 ) Total stockholders’ equity (deficit) $ 5,000,010 $ (20,151,960 ) $ (15,151,950 ) |
Schedule of condensed balance sheet are reconciled | Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Issuance costs allocated to common stock (3,657,956 ) Plus: Accretion of carrying value to redemption value 15,991,706 Common stock subject to possible redemption $ 174,225,000 |
Schedule of basic and diluted net income (loss) per common share | Three Months Nine Months Three Months For the period Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 3,341,073 $ 3,341,073 $ — $ (1,000 ) Denominator Basic and diluted weighted average shares outstanding (1) 17,760,989 9,904,182 3,750,000 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.19 $ 0.34 $ 0.00 $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation inputs | Description Amount at Level 1 Level 2 Level 3 September 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 174,226,747 $ 174,226,747 $ — $ — Liabilities Warrant liabilities – Public Warrants $ 7,935,000 $ 7,935,000 $ — $ — Warrant liabilities – Private Placement Warrants $ 4,735,500 $ — $ — $ 4,735,500 |
Schedule of initial valuation the public warrants | As of Stock Price on Valuation Date $ 9.71 Strike price (Exercise Price Share) $ 11.50 Probability of completing a Business Combination 83.0 % Term (in years) 6.59 Volatility 4.5% pre-merger/ Risk-free rate 0.91 % Fair value of warrants $ 1.23 |
Schedule of the Black-Scholes option model for the Private Placement Warrants | As of As of Stock price $ 9.71 $ 9.93 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 83.0 % 100.0 % Dividend yield — % — % Term (in years) 5.0 4.8 Volatility 17.2 % 12.2 % Risk-free rate 0.9 % 0.9 % Discount for lack of marketability — % — % Fair value of warrants $ 0.85 $ 0.66 |
Schedule of fair value on a recurring basis | Fair value as of December 31, 2020 $ — Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 14,750,000 Initial measurement of over-allotment warrants 1,957,500 Transfer of Public Warrants to Level 1 measurement (7,935,000 ) Change in fair value (4,037,000 ) Fair value as of September 30, 2021 $ 4,735,500 |
Description of Organization A_2
Description of Organization And Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 28, 2021 | Jul. 19, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Description of Organization And Business Operations (Details) [Line Items] | |||||
Share price, per share (in Dollars per share) | $ 10 | ||||
Sale of warrants | 4,312,500 | ||||
Warrant per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||
Aggregate fair market value percentage | 80.00% | ||||
Net proceeds per unit (in Dollars per share) | $ 10.1 | ||||
Treasury bills, notes and bonds maturity term | 183 days | ||||
Initial business combination term | 12 months | ||||
Net tangible assets (in Dollars) | $ 5,000,001 | ||||
Redeem outstanding shares, percentage | 100.00% | 100.00% | |||
Public price, per share (in Dollars per share) | $ 10.1 | ||||
Public share due to reduction, per share (in Dollars per share) | $ 10.1 | ||||
Private placement warrants, description | The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). | The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds 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 must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||
Business combination description | The Company will have until 12 months from the closing of the Proposed Public Offering to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate an initial Business Combination within 12 months, the Company may 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 18 months to complete an initial Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the initial stockholders or their affiliates or designees must deposit into the Trust Account $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per public share, or an aggregate of $3,000,000 (or $3,450,000 if the over-allotment option is exercised in full) if extended for each of the full three months), on or prior to the date of the applicable deadline. | ||||
Gross proceeds (in Dollars) | $ 675,000 | ||||
Price per unit (in Dollars per share) | $ 1 | ||||
Purchased additional units | 15,800,000 | ||||
Transaction costs (in Dollars) | $ 3,916,282 | ||||
Cash underwriting fees (in Dollars) | 3,450,000 | ||||
Other offering costs (in Dollars) | 466,282 | ||||
Cash held outside amount (in Dollars) | $ 789,012 | ||||
Aggregate of public shares | 20.00% | ||||
Reduce amount in trust account, description | In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Description of Organization And Business Operations (Details) [Line Items] | |||||
Net tangible assets (in Dollars) | $ 5,000,001 | ||||
Business combination description | the Company does not complete a business combination within 12 months (or up to 18 months, as applicable) from the closing this offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the 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 warrants, which will expire worthless if the Company fails to complete the Business Combination within the time period. | ||||
CleanTech Sponsor [Member] | |||||
Description of Organization And Business Operations (Details) [Line Items] | |||||
Sale of warrants | 2,166,667 | ||||
Initial Public Offering [Member] | |||||
Description of Organization And Business Operations (Details) [Line Items] | |||||
Proposed public offering units | 15,000,000 | ||||
Share price, per share (in Dollars per share) | $ 10 | $ 10 | |||
Sale of warrants | 4,333,333 | ||||
Initial business combination term | 12 months | ||||
Shares sold rate | 20.00% | ||||
Initial public offering units | 15,000,000 | ||||
Gross proceeds (in Dollars) | $ 150,000,000 | ||||
Purchased additional units | 2,250,000 | ||||
Net proceeds of sale of public units (in Dollars) | $ 174,225,000 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization And Business Operations (Details) [Line Items] | |||||
Proposed public offering units | 2,250,000 | 2,250,000 | 2,250,000 | ||
Underwriters’ over-allotment option units | 17,250,000 | ||||
Sale of warrants | 675,000 | ||||
Warrants underwriters’ over-allotment option units | 7,175,000 | ||||
Purchased additional units | 2,250,000 | ||||
Generating gross proceeds (in Dollars) | $ 22,500,000 | ||||
Private Placement [Member] | |||||
Description of Organization And Business Operations (Details) [Line Items] | |||||
Sale of warrants | 6,500,000 | 6,500,000 | |||
Warrant per share (in Dollars per share) | $ 1 | $ 1 | |||
Price, per unit (in Dollars per share) | $ 1 | ||||
Price per unit (in Dollars per share) | $ 9.71 | $ 9.93 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to forfeiture (in Shares) | 562,500 | |
Federal depository insurance corporation coverage limit | $ 250,000 | $ 250,000 |
Net tangible assets | $ 5,000,001 | |
Common stock subject to possible redemption (in Shares) | 17,250,000 | |
Incurred offering costs | $ 3,916,282 | |
Underwriting discount amount | 3,450,000 | |
Other offering costs | 466,282 | |
Offering costs | $ 3,659,903 | |
Aggregate of shares (in Shares) | 15,800,000 | |
Initial Public Offering [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Common stock subject to possible redemption (in Shares) | 17,250,000 | |
Aggregate of shares (in Shares) | 2,250,000 | |
Public Warrants and Private Placement Warrants [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 256,379 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 28, 2021 | Jul. 26, 2021 | Jul. 19, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Initial Public Offering (Details) [Line Items] | |||||
Sale of units (in Dollars per share) | $ 10 | ||||
Redeemable warrant, description | Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one right entitling the holder thereof to receive one-twentieth (1/20) of one share common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant (“Redeemable Warrant”). Each whole Redeemable Warrant is exercisable to purchase one share of common stock and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering. Each whole Redeemable Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 7). | ||||
Initial Public Offering [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Proposed public offering | 15,000,000 | ||||
Aggregate amount (in Dollars) | $ 17,250,000 | ||||
Sale of units (in Dollars per share) | $ 10 | $ 10 | |||
Redeemable warrant, description | Each Unit will consist of one share of common stock, one right to receive one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination, and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). | ||||
Company sold | 15,000,000 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Proposed public offering | 2,250,000 | 2,250,000 | 2,250,000 | ||
Over-allotment option and purchased an additional units | 2,250,000 | ||||
Generating gross proceeds (in Dollars) | $ 22,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | |
Private Placement (Details) [Line Items] | ||
Common stock at a price of per share (in Dollars per share) | $ 11.5 | |
Gross proceeds (in Dollars) | $ 675,000 | |
Private Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrants price per share (in Dollars per share) | $ 1 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate of private warrant | 6,500,000 | 6,500,000 |
Aggregate warrant price (in Dollars) | $ 6,500,000 | |
Purchase price (in Dollars) | $ 10 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Sale of warrants | 7,175,000 | 675,000 |
Private Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrants price per share (in Dollars per share) | $ 1 | |
Common stock | 1 | |
Common stock at a price of per share (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 14, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Feb. 16, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Jul. 23, 2021 | Mar. 01, 2021 | Jul. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares, description | In July 2020, CleanTech Investments paid $25,000 for 5,000,000 shares of our common stock (the “Founder Shares”). On February 15, 2021, the Company effected an 1.4375-for-1 split of the outstanding Founders Shares, resulting in CleanTech Investments owning 7,187,500 shares. On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments to cancel 4,791,667 of its founder shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor held 4,791,667 Founders Shares and CleanTech Investments held 2,395,833 Founder Shares. On June 23, 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 Founder Shares and 958,333 Founder Shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 7,187,500 shares to 4,312,500 shares. As a result, CleanTech Sponsor owns 2,875,000 Founders Shares and CleanTech Investments owns 1,437,500 Founder Shares. The Founder Shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that CleanTech Sponsor and CleanTech Investments will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering). | |||||||||
Aggregate principal amount | $ 250,000 | |||||||||
Office space and administrative services fees | $ 10,000 | $ 10,000 | ||||||||
Related party extension loans description | As discussed in Note 1, the Company may extend the period of time to consummate an initial Business Combination two times, for an additional three months each time (for a total of up to 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the initial stockholders or their affiliates or designees must deposit into the Trust Account $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per public share, or an aggregate of $3,000,000 (or $3,450,000 if the over-allotment option is exercised in full) if extended for each of the full three months), on or prior to the date of the applicable deadline. | |||||||||
Stock split, description | 1.4375-for-1 stock split of its issued and outstanding shares of Common Stock | |||||||||
Percentage of issued and outstanding | 20.00% | |||||||||
Administrative service fees | $ 20,000 | $ 20,000 | ||||||||
Promissory note outstanding | $ 188,302 | |||||||||
Related party loans, description | The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the Business Combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of common stock if $500,000 of notes were so converted). | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares, description | In June 2021, CleanTech Sponsor and CleanTech Investments forfeited for no consideration 1,916,667 founder shares and 958,333 founder shares, respectively, which the Company cancelled, resulting in a decrease in the total number of founder shares outstanding from 7,187,500 shares to 4,312,500 shares. As a result, CleanTech Sponsor owns 2,875,000 founder shares and CleanTech Investments owns 1,437,500 founder shares. The founder shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. The founder shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. | |||||||||
Common stock shares issued (in Shares) | 5,000,000 | |||||||||
Aggregate price of common stock | $ 25,000 | |||||||||
Aggregate of shares issued and outstanding (in Shares) | 4,312,500 | |||||||||
Aggregate shares of common stock subject to forfeiture (in Shares) | 562,500 | |||||||||
CleanTech Investments LLC [Member] | Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Founder shares, description | On February 16, 2021, CleanTech Sponsor paid $16,667 to the Company, which amount was paid to CleanTech Investments LLC to cancel 4,791,667 of its Founder Shares that it previously held and immediately thereafter the Company issued 4,791,667 Founders Shares to CleanTech Sponsor. As a result, CleanTech Sponsor owns 4,791,667 Founders Shares and CleanTech Investments LLC owns 2,395,833 Founder Shares. CleanTech Sponsor and CleanTech Investments LLC will both participate in the purchase of the Private Warrants based their pro rata ownership of Founder Shares. | |||||||||
Warrant [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Warrants conversion, description | The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the business combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00 per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of common stock if $500,000 of notes were so converted). |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jul. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate purchase price | $ 22,500,000 | $ 3,000,000 | |
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Stock issued (in Shares) | 2,250,000 | 2,250,000 | 2,250,000 |
Underwriters' over-allotment option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting discount per unit (in Dollars per share) | $ 0.2 | $ 0.2 | |
Underwriting discount | $ 3,450,000 | $ 3,450,000 | |
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Stock issued (in Shares) | 15,000,000 | ||
Gross proceeds of the initial public offering percentage | 3.50% | 3.50% |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants Disclosure [Abstract] | |||
Common stock price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |
Public warrants effective term | 120 days | 120 years | |
Warrant expire term | 5 years | 5 years | |
Warrants exercise description | The private warrants will be identical to the public warrants underlying the units being offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. | The private warrants are identical to the public warrants underlying the units offered by the Company’s prospectus except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by CleanTech Investments will not be exercisable more than five years from the effective date of the registration statement, of which the Company’s prospectus forms a part, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants. | |
Public warrants exercisable, description | The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. | The Company may call the outstanding warrants for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. | |
Description of business combination | In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a newly issued 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 board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares or private warrants held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the consummation of an initial business combination). | In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a newly issued 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 board of directors and, in the case of any such issuance to the Company’s initial stockholders or their affiliates, without taking into account any founder shares or private warrants held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price and the $16.50 per share redemption trigger price described below under will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the consummation of an initial Business Combination). | |
Warrant issued | 14,000,000 | 15,800,000 | |
Public warrants | 7,500,000 | ||
Private placement warrants | 6,500,000 | ||
Redeemable warrants of shares | 15,800,000 | ||
Public warrants | 8,625,000 | ||
Private placement warrants | 7,175,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2021 | Jul. 16, 2021 | Feb. 20, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||||
Preferred stock shares authorized | 1,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 200,000,000 | 30,000,000 | 30,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 4,312,500 | 21,562,500 | 4,312,500 | ||
Shares subject to forfeiture | 562,500 | ||||
Initial stockholders percentage | 20.00% | ||||
Common stock, voting rights | one | ||||
Common stock rights , description | Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis. | ||||
Common stock subject to possible redemptions | 17,250,000 | ||||
Common stock, description | Of the 21,562,500 shares of Common Stock outstanding, up to 562,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the initial public offering. The underwriters exercised the over-allotment option in full on July 28, 2021; thus, no shares of common stock remain subject to forfeiture. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||
Jun. 30, 2021 | Sep. 30, 2021 | May 14, 2021 | May 10, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||
Aggregate of common stock outstanding (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | ||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Borrowings amount | $ 54,691 | $ 54,691 | $ 54,691 | ||||
Forecast [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Sponsor forfeited shares (in Shares) | 2,875,000 | ||||||
Aggregate of common stock outstanding (in Shares) | 4,312,500 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of previously issued balance sheet | Jul. 19, 2021USD ($) |
As Previously Reported [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of previously issued balance sheet [Line Items] | |
Common stock subject to possible redemption | $ 154,073,040 |
Total common stock subject to possible redemption | 154,073,040 |
Common stock | 631 |
Additional paid-in capital | 5,258,926 |
Accumulated deficit | (259,547) |
Total stockholders’ equity (deficit) | 5,000,010 |
Adjustments [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of previously issued balance sheet [Line Items] | |
Common stock subject to possible redemption | 7,818,210 |
Allocation of underwriter’s discounts, offering costs and deferred fees to shares | (3,657,956) |
Immediate accretion to redemption value | 15,991,706 |
Total common stock subject to possible redemption | 20,151,960 |
Common stock | (200) |
Additional paid-in capital | (5,258,926) |
Accumulated deficit | (14,892,834) |
Total stockholders’ equity (deficit) | (20,151,960) |
As Revised [Member] | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of restatement of previously issued balance sheet [Line Items] | |
Common stock subject to possible redemption | 161,891,250 |
Allocation of underwriter’s discounts, offering costs and deferred fees to shares | (3,657,956) |
Immediate accretion to redemption value | 15,991,706 |
Total common stock subject to possible redemption | 174,225,000 |
Common stock | 431 |
Accumulated deficit | (15,152,381) |
Total stockholders’ equity (deficit) | $ (15,151,950) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheet are reconciled | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of condensed balance sheet are reconciled [Abstract] | |
Gross proceeds | $ 172,500,000 |
Less: | |
Proceeds allocated to Public Warrants | (10,608,750) |
Issuance costs allocated to common stock | (3,657,956) |
Plus: | |
Accretion of carrying value to redemption value | 15,991,706 |
Common stock subject to possible redemption | $ 174,225,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Numerator: | |||||||||
Net income (loss) | $ 3,341,073 | $ (1,000) | $ (1,000) | $ 3,341,073 | $ (1,000) | ||||
Denominator | |||||||||
Basic and diluted weighted average shares outstanding | 17,760,989 | 3,750,000 | [1],[2] | 3,750,000 | 3,750,000 | 3,750,000 | [1],[2] | 9,904,182 | 3,750,000 |
Basic and diluted net income (loss) per share of common stock | $ 0.19 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.34 | $ 0 | ||
[1] | Excludes up to 562,500 common stock subject to forfeiture if the over -allotment | ||||||||
[2] | In February 2021, the Company effected a 1.4375-for-1 stock split, resulting in 7,187,500 shares of common stock outstanding. In June 2021, our Sponsor forfeited 2,875,000 founder shares for no consideration resulting in 4,312,500 shares of common stock outstanding (see Notes 5 and 9). All share and per-share amounts have been retroactively restated to reflect the share forfeiture. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | |
Fair Value Disclosures [Abstract] | ||
Public warrants per warrant (in Dollars per share) | $ / shares | $ 0.92 | $ 0.92 |
Change in fair value of warrant liabilities | $ | $ 4,037,000 | $ 4,037,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation inputs | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Investments held in Trust Account: | |
Money Market investments | $ 174,226,747 |
Liabilities | |
Warrant liabilities – Public Warrants | 7,935,000 |
Warrant liabilities – Private Placement Warrants | 4,735,500 |
Level 1 [Member] | |
Investments held in Trust Account: | |
Money Market investments | 174,226,747 |
Liabilities | |
Warrant liabilities – Public Warrants | 7,935,000 |
Warrant liabilities – Private Placement Warrants | |
Level 2 [Member] | |
Investments held in Trust Account: | |
Money Market investments | |
Liabilities | |
Warrant liabilities – Public Warrants | |
Warrant liabilities – Private Placement Warrants | |
Level 3 [Member] | |
Investments held in Trust Account: | |
Money Market investments | |
Liabilities | |
Warrant liabilities – Public Warrants | |
Warrant liabilities – Private Placement Warrants | $ 4,735,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of initial valuation the public warrants - Monte Carlo Model [Member] | 1 Months Ended |
Jul. 19, 2021$ / shares | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |
Stock Price on Valuation Date | $ 9.71 |
Strike price (Exercise Price Share) | $ 11.5 |
Probability of completing a Business Combination | 83.00% |
Term (in years) | 6 years 7 months 2 days |
Volatility | 4.5% pre-merger/ 23% post-merger |
Risk-free rate | 0.91% |
Fair value of warrants | $ 1.23 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the Black-Scholes option model for the Private Placement Warrants - Private Placement Warrants [Member] - $ / shares | 1 Months Ended | 9 Months Ended |
Jul. 19, 2021 | Sep. 30, 2021 | |
Fair Value Measurements (Details) - Schedule of the Black-Scholes option model for the Private Placement Warrants [Line Items] | ||
Stock price (in Dollars per share) | $ 9.71 | $ 9.93 |
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 |
Probability of completing a Business Combination | 83.00% | 100.00% |
Dividend yield | ||
Term (in years) | 5 years | 4 years 9 months 18 days |
Volatility | 17.20% | 12.20% |
Risk-free rate | 0.90% | 0.90% |
Discount for lack of marketability | ||
Fair value of warrants (in Dollars per share) | $ 0.85 | $ 0.66 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of fair value on a recurring basis [Abstract] | |
Fair value as of December 31, 2020 | |
Initial measurement of Public Warrants and Private Placement Warrants at July 19, 2021 | 14,750,000 |
Initial measurement of over-allotment warrants | 1,957,500 |
Transfer of Public Warrants to Level 1 measurement | (7,935,000) |
Change in fair value | (4,037,000) |
Fair value as of September 30, 2021 | $ 4,735,500 |