Good Works II Acquisition (GWIIW) 10-Q 12 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	GOOD WORKS II ACQUISITION CORP.
Entity Central Index Key	0001850487
Document Quarterly Report	true
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-40585
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Entity Address, Address Line One	4265 San Felipe
Entity Address, Address Line Two	Suite 603
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
City Area Code	713
Local Phone Number	468-2717
Entity Address, Postal Zip Code	77027
Entity Tax Identification Number	85-1614529
Entity Common Stock, Shares Outstanding		29,400,000
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GWAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol	GWACW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 28,354	$ 3,000
Deferred offering Costs	315,793
Total Current Assets	344,147	3,000
Current liabilities
Accrued expenses	189,750	2,450
Promissory note payable to related party	150,000
Total Current Liabilities	339,750	2,450
Commitments and Contingencies (Note 6)
Stockholders' Equity
Common stock, $0.0001 par value, 10,000,000 shares authorized, 5,750,000 shares issued and outstanding on June 30, 2021, 3,800,000 shares issued and outstanding on December 31, 2020	575	380
Additional paid-in capital	8,425	2,620
Accumulated deficit	(4,603)	(2,450)
Total Stockholders' Equity	4,397	550
Total Liabilities and Stockholders' Equity	$ 344,147	$ 3,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,750,000	3,800,000
Common stock, shares outstanding	5,750,000	3,800,000

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
Formation and operating costs		$ 1,218	$ 2,153
Net Loss		$ (1,218)	$ (2,153)
Weighted average shares outstanding, basic and diluted	[1]	5,000,000	4,536,740
Basic and diluted net loss per common share		$ 0	$ 0
[1]	Excludes an aggregate of 750,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part the underwriters (see Notes 5 and 7).

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Operations (Parentheticals)	6 Months Ended
	Jun. 30, 2021shares
Income Statement [Abstract]
Weighted Average subject to forfeiture shares	750,000

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($)	Total	Anchor Investors [Member]	Common Stock [Member]	Common Stock [Member]Anchor Investors [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member]Anchor Investors [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2020	$ 550		$ 380		$ 2,620		$ (2,450)
Balance (in Shares) at Dec. 31, 2020			3,800,000
Issuance of common stock to Anchor Investors		$ 921		$ 117		$ 804
Issuance of common stock to Anchor Investors (in Shares)				1,166,666
Issuance of common stock to Management	6,000		$ 195		5,805
Issuance of common stock to Management (in Shares)			1,950,000
Issuance of common stock to Directors		$ 921		$ 117		$ 804
Issuance of common stock to Directors (Shares)				1,166,666
Cancellation of common stock by Founder	(921)		$ (117)		(804)
Cancellation of common stock by Founder (in Shares)			(1,166,666)
Net Loss	(935)						(935)
Balance at Mar. 31, 2021	5,615		$ 575		8,425		(3,385)
Balance (in Shares) at Mar. 31, 2021			5,750,000
Balance at Dec. 31, 2020	$ 550		$ 380		2,620		(2,450)
Balance (in Shares) at Dec. 31, 2020			3,800,000
Issuance of common stock (in Shares)	750,000
Net Loss	$ (2,153)
Balance at Jun. 30, 2021	4,397		$ 575		8,425		(4,603)
Balance (in Shares) at Jun. 30, 2021			5,750,000
Balance at Mar. 31, 2021	5,615		$ 575		8,425		(3,385)
Balance (in Shares) at Mar. 31, 2021			5,750,000
Issuance of common stock	0		$ 0		0		0
Issuance of common stock (in Shares)			0
Issuance of common stock to Anchor Investors	189		$ 24		165		0
Issuance of common stock to Anchor Investors (in Shares)			240,000
Issuance of common stock to Directors	189		$ 24		165		0
Issuance of common stock to Directors (Shares)			240,000
Cancellation of common stock by Founder	(189)		$ (24)		(165)		0
Cancellation of common stock by Founder (in Shares)			(240,000)
Net Loss	(1,218)						(1,218)
Balance at Jun. 30, 2021	$ 4,397		$ 575		$ 8,425		$ (4,603)
Balance (in Shares) at Jun. 30, 2021			5,750,000

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Changes in Stockholders' Equity (Parentheticals)	Jun. 30, 2021shares
Statement of Stockholders' Equity [Abstract]
Common Stock Shares Subject To Forfeiture	750,000

Condensed Consolidated Statem_5

Condensed Consolidated Statement of Cash Flows	6 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (2,153)
Changes in operating assets and liabilities:
Accrued expenses	187,300
Net cash provided by operating activities	185,147
Net change in cash	25,354
Cash Flows from Financing Activities:
Payment of offering costs	(315,793)
Proceeds from promissory note payable-related party	150,000
Proceeds from the issuance of common stock	6,000
Net cash used in financing activities	(159,793)
Cash-beginning of period	3,000
Cash-end of period	$ 28,354

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations Good Works II Acquisition Corp. (the “Company”) was incorporated in Delaware on July 27, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “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. The Company has not commenced operations. All activity for the periods from July 27, 2020 (inception) through June 30, 2021 relate to the Company’s formation and the initial public offering (“Initial Public Offering”). 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 Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Units, 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 having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding 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 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Inc.(“I-Bankers Sponsor and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors have agreed (a) to waive their redemption rights with respect to their Founder Shares and Private Shares held in connection with the completion of a Business Combination, and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Shares if the Company fails to consummate a Business Combination. The Company has 15 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, Sponsor has agreed to 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 $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $28,354 and $3,000 as of June 30, 2021 and December 31, 2020, respectively. 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 the Initial Public Offering that occurred on July 14, 2021, and that were charged to stockholder’s equity upon the completion of the Initial Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was zero for the six months ended June 30, 2021 and the deferred tax asset was zero as of June 30, 2021 and December 31, 2020. Net Income (loss) Per Common Share Net income (loss) per share is computed by dividing income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsors. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 7). At June 30, 2021 , Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Initial Public Offering	Note 3– Initial Public Offering Pursuant to the IPO on July 14, 2021 the Company sold Units (including Units of over-allotment options that was fully exercised) at a price of s An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2021
Private Placement Disclosure [Abstract]
Private Placement	Note 4 – Private Placement Simultaneously with the closing of the IPO, the purchased an . consists one-half per share, subject to adjustment (see Note 7). The proceeds from the Private Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 – Related Party Transactions Founder Shares In September 2020, I-B Founder Shares for an aggregate purchase price of approximately $6,000 , or approximately $0.003 per share. In March 2021, the Sponsor forfeited an aggregate of 1,166,666 Founder Shares and our Anchor Investors purchased an aggregate of 1,166,666 shares for an aggregate purchase price of $921 . In April 2021, the Sponsor forfeited an aggregate of 240,000 Founder Shares and certain of our directors purchased an aggregate of 240,000 shares for a purchase price of approximately $189 . Of the Founder Shares, several of the Founders were holding an aggregate of 750,000 shares which they have agreed to contribute to a not-for-profit The Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Related Party Loans On February 12, 2021, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”), an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $425,000. As of June 30, 2021, the Company had drawn down under the promissory note to pay for offering expenses. The Promissory Note non-interest bearing In addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units are identical to the Private Units issued in the private placement. Administrative Support Agreement The Company has agreed, commencing on the Effective Date of the registration statement through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 6 – Commitments Registration Rights The holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to an agreement executed prior to the effective date of IPO. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders 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. The holders of a majority of the Representative Shares, Private Units and Private Warrants or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On July 14, 2021, the underwriters’ exercised their over-allotment option in full when the Company issued 23,000,000 shares in the public offering. Business Combination Marketing Agreement The Company has engaged I-Bankers I-Bankers Administrative Support Agreement Refer to Note 5 for discussion of the administrative support agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 7 – Stockholders’ Equity Common Stock Initial Public Offering (assuming no purchases of any Public Shares in the Initial Public Offering and excluding the Private Units). Refer to Note 3 and Note 8 for discussion of the initial public offering that occurred on July 14, 2021. Warrants— when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and 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 the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable 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 stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statements were issued. The Company identified one subsequent event on July 14, 2021 related to the initial public offering. On July 14, 2021, the Company consummated the IPO of 23,000,000 Units (including 3,000,000 Units of over-allotment options that was fully exercised) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 350,000 Private Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain funds and accounts managed by Glazer Capital LLC, Magnetar Financial LLC, Mint Tower Capital Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”). Following the closing of the IPO on July 14, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of t

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $28,354 and $3,000 as of June 30, 2021 and December 31, 2020, respectively.
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 the Initial Public Offering that occurred on July 14, 2021, and that were charged to stockholder’s equity upon the completion of the Initial
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 Company recorded a full valuation allowance for all periods presented. As such the provisions for income taxes was zero for the six months ended June 30, 2021 and the deferred tax asset was zero as of June 30, 2021 and December 31, 2020.
Net Income (loss) Per Common Share	Net Income (loss) Per Common Share Net income (loss) per share is computed by dividing income (loss) by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsors. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 7). At June 30, 2021 ,
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Details)	6 Months Ended
	Jun. 30, 2021USD ($)$ / shares
Description of Organization and Business Operations (Details) [Line Items]
Fair market value, percentage	80.00%
Public per share, percentage	50.00%
Trust account expenses of the liquidation | $	$ 100,000
Net intangible assets | $	$ 5,000,001
Percentage of redeem public shares	100.00%
Price per share (in Dollars per share)	$ 10
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)	10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Unit price (in Dollars per share)	$ 10

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Common Stock Shares Subject To Forfeiture	750,000
Federal depository insurance coverage	$ 250,000
Cash Equivalents, at Carrying Value	28,354	$ 3,000
Unrecognized Tax Benefits	0	0
Accrued for interest and penalties	0	0
Income Tax Expense (Benefit)	0
Deferred tax asset	$ 0	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jul. 14, 2021	Jun. 30, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Stock Issued During Period Shares		750,000
Warrant exercise price per share (in Dollars per share)		$ 10
Cash not held in trust account		$ 28,354	$ 3,000
Common Class A [Member] | Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Common Stock, Conversion Basis	Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”).
Common Class A [Member] | Public Warrants [Member] | Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
IPO [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price per share (in Dollars per share)		$ 10
IPO [Member] | Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Stock Issued During Period Shares	23,000,000
Warrant exercise price per share (in Dollars per share)	$ 10
Sale of stock price per share	$ 10
Term of restricted investments	180 days
Proceeds from initial public offfering was held in the trust account	$ 230,000,000
Cash not held in trust account	$ 2,567,654
Warrant [Member] | Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price per share (in Dollars per share)	$ 11.50
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock price per share		$ 10
Over-Allotment Option [Member] | Subsequent Event [Member]
Initial Public Offering (Details) [Line Items]
Stock Issued During Period Shares	3,000,000

Private Placement (Details)

Private Placement (Details)	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Number of units sale (in Shares) | shares	350,000
Aggregate purchase price (in Dollars) | $	$ 3,500,000
Private Unit price per unit | $ / shares	$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Private Unit price per unit | $ / shares	$ 11.50
Private Placement [Member] | Common Class A [Member]
Private Placement (Details) [Line Items]
Shares issuable per warrant | shares	1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended				3 Months Ended		6 Months Ended
	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Sep. 30, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Feb. 12, 2021
Related Party Transactions (Details) [Line Items]
Initial stockholders purchased shares							350,000
Value of founder shares issued (in Dollars)					$ 0
Share price (in Dollars per share)			$ 0.003
Number of shares issued							750,000
Stock Issued During Period, Value, Issued for Services					$ 189
Initial Stockholders, description							(1) one year after the completion of the Business Combination and (2) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Working capital loans (in Dollars)							$ 1,500,000
Price per share (in Dollars per share)					$ 10		$ 10
Notes Payable, Related Parties, Current					$ 150,000		$ 150,000
Rental expense (in Dollars)							10,000
IBS Holding Corporation [Member] | Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount								$ 425,000
Notes Payable, Related Parties, Current					$ 150,000		$ 150,000
Debt Instrument Interest Rate					0.00%		0.00%
Director [Member]
Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services	240,000
Stock Issued During Period, Value, Issued for Services	$ 189
Officers and Directors [Member]
Related Party Transactions (Details) [Line Items]
Stock forfeited during period			1,950,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders purchased shares				4,312,500
Value of founder shares issued (in Dollars)				$ 3,000
Number of shares purchased			512,500
Anchor Investors [Member]
Related Party Transactions (Details) [Line Items]
Value of shares forfeited (in Dollars)			$ 6,000
Stock Issued During Period, Shares, Issued for Services		1,166,666
Stock Issued During Period, Value, Issued for Services		$ 921				$ 921
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Stock forfeited during period	240,000	1,166,666

Commitments (Details)

Commitments (Details) - shares	Jul. 14, 2021	Jun. 30, 2021	Nov. 17, 2020
Commitments (Details) [Line Items]
Business combination description		The Company granted the underwriters a 45-day option from the date of Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.
Issuance of common stock (in Shares)		750,000
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Total Overallotment, (in units)		3,000,000
Subsequent Event [Member] | IPO [Member]
Commitments (Details) [Line Items]
Issuance of common stock (in Shares)	23,000,000
Subsequent Event [Member] | IPO [Member] | Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Issuance of common stock (in Shares)	23,000,000
Business Combination Marketing Agreement [Member] | IPO [Member]
Commitments (Details) [Line Items]
Percentage of gross proceeds of IPO			3.50%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,750,000	3,800,000
Common stock, shares outstanding	5,750,000	3,800,000
Common shares subject to possible redemption	750,000
Warrant term	5 years
Warrant for redemption description	Once the warrants become exercisable, the Company may redeem the Public Warrants:     •   in whole and not in part;     •   at a price of $0.01 per warrant;     •   upon not less than 30 days’ prior written notice of redemption;     •   if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and 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 the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
Description of warrant	The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering.
Public Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights redemption price per warrant	$ 0.01
Notice period to be given to warrant holders before redemption	30 days
Number of trading days for share price determination	20 days
Number of consecutive trading days for share price determination	30 days
Newly Issued Share Price	$ 18
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Percentage Of Common Stock Issued And Outstanding	20.00%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jul. 14, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Issuance of common stock (in Shares)		750,000
Price per share (in Dollars per share)		$ 10
Number of units sale (in Shares)		350,000
Private Unit price per unit		$ 10
IPO [Member]
Subsequent Event [Line Items]
Price per share (in Dollars per share)		10
Over-Allotment Option [Member]
Subsequent Event [Line Items]
Sale of stock price per share		$ 10
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of units sale (in Shares)	350,000
Private Unit price per unit	$ 10
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Issuance of common stock (in Shares)	23,000,000
Price per share (in Dollars per share)	$ 10
Proceeds from initial public offfering was held in the trust account	$ 230,000,000
Sale of stock price per share	$ 10
Term of restricted investments	180 days
Threshold period for redemption of shares when unable to complete initial business combination from the closing of the initial public offering	15 months
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Issuance of common stock (in Shares)	3,000,000