Fintech Ecosystem Development (FEXD) 10-Q 2 Dec 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	7 Months Ended
	Sep. 30, 2021	Dec. 02, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	Fintech Ecosystem Development Corp.
Entity Central Index Key	0001852407
Entity File Number	001-40914
Entity Tax Identification Number	86-2438985
Current Fiscal Year End Date	--12-31
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	100 Springhouse Drive
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Collegeville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19426
City Area Code	610
Local Phone Number	226-8101
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, one right, and one-half of one redeemable warrant
Trading Symbol	FEXDU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common stock, par value $0.0001 per share
Trading Symbol	FEXD
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,500,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,875,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights included as part of the units Warrants, each whole warrant exercisable for
Trading Symbol	FEXDR
Security Exchange Name	NASDAQ
One share Of Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FEXDW
Security Exchange Name	NASDAQ

BALANCE SHEET

BALANCE SHEET	Sep. 30, 2021USD ($)
Current assets
cash	$ 491
Deferred offering costs	198,981
Total Current Assets	199,472
Total Assets	199,472
Current liabilities
Accrued expenses	114,987
Promissory note – related party	60,418
Total Liabilities	175,405
Stockholders' Equity:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	24,712
Accumulated deficit	(933)
Total Stockholders' Equity	24,067
Total Liabilities and Stockholders' Equity	199,472
Common Class A [Member]
Stockholders' Equity:
Common Stock	0
Common Class B [Member]
Stockholders' Equity:
Common Stock	$ 288	[1]
[1]	Includes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical) - $ / shares	7 Months Ended
	Sep. 30, 2021	Mar. 15, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Over-Allotment Option [Member]
Common shares subject to forfeiture	375,000
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	2,875,000	2,875,000
Common Stock, Shares, Outstanding	2,875,000	2,875,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	7 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Operating Expenses:
General & administrative expenses			$ 933
Total operating expenses			933
Net loss		$ 0	$ (933)
Basic & diluted net loss per share		$ 0	$ 0
Weighted average number of ordinary shares- basic and diluted	[1]	2,500,000	2,500,000
[1]	Excludes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical)	7 Months Ended
	Sep. 30, 2021shares
Over-Allotment Option [Member]
Common shares subject to forfeiture	375,000

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Total	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Beginning balance at Mar. 04, 2021			$ 0
Beginning balance, Shares at Mar. 04, 2021			0
Share issuance	[1]	25,000	$ 288	24,712
Share issuance, Shares	[1]		2,875,000
Net loss		(851)			(851)
Ending balance at Mar. 15, 2021		24,149	$ 288	24,712	(851)
Ending balance, Shares at Mar. 15, 2021			2,875,000
Beginning balance at Mar. 04, 2021			$ 0
Beginning balance, Shares at Mar. 04, 2021			0
Net loss		(933)
Ending balance at Sep. 30, 2021		24,067	$ 288	24,712	(933)
Ending balance, Shares at Sep. 30, 2021			2,875,000
Beginning balance at Mar. 15, 2021		24,149	$ 288	24,712	(851)
Beginning balance, Shares at Mar. 15, 2021			2,875,000
Net loss		(82)			(82)
Ending balance at Jun. 30, 2021		24,067	$ 288	24,712	(933)
Ending balance, Shares at Jun. 30, 2021			2,875,000
Net loss		0			0
Ending balance at Sep. 30, 2021		$ 24,067	$ 288	$ 24,712	$ (933)
Ending balance, Shares at Sep. 30, 2021			2,875,000
[1]	Includes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	7 Months Ended
	Sep. 30, 2021shares
Over-Allotment Option [Member]
Common shares subject to forfeiture	375,000

STATEMENT OF CASH FLOW

STATEMENT OF CASH FLOW	7 Months Ended
	Sep. 30, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (933)
Changes in operating assets and liabilities
Change in accrued expenses	847
Net cash used in operating activities	(86)
Cash flows from financing activities:
Proceeds from issuance of common shares to Sponsor	25,000
Proceeds from promissory note from related party	60,418
Payment of offering costs	(84,841)
Net cash provided by financing activities	577
Net increase in cash	491
Cash, beginning of period	0
Cash, end of period	491
Supplemental Disclosures of Noncash Financing Activities
Accrued deferred offering costs	$ 114,140

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	7 Months Ended
	Sep. 30, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Fintech Ecosystem Development Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on March 5, 2021. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the financial technology development industry . On September 30, 2021, the Company had not yet commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering” or “IPO) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Revofast LLC, a Wyoming limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 18, 2021, and on October 21, 2021. On October 21, 2021, the Company units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at per Unit, generating gross proceeds of and incurring offering costs of $6,061368, of which $3,737,500 was for deferred underwriting commissions (see Note 6). In addition, the Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 3,900,250 warrants (the “Private Placement Warrants”) to the Sponsor, for $ Following the closing of the Initial Public Offering on October 21, 2021, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity days 2a-7 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common 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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Class A Common Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their Class A Common Shares for a pro-rata per share, plus any pro-rata If a stockholder vote is not required 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, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B Common Stock, the Class A Common Shares underlying the Private Placement Warrants and any Class A Common Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business pre-Business The Company will have until 12 months (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate 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 no more than five business days per-share The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor 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 amounts in the Trust Account to below $10.10 Proposed Offering , or Liquidity and Capital Resources As of September 30, 2021, and prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time. The Company has since completed its Initial Public Offering in October 2021 as described above and had approximately $801,000 of working capital immediately after the offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, no amounts were outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	7 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING Basis of presentation The accompanying financial statements 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. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021, and its results of operations and cash flows for the period from March 5, 2021 (inception) to September 30, 2021. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act’’), and it may take advantage of certain exemptions from various reporting requirements that apply 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 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 disclose 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As a result, the Company had no cash equivalents on September 30, 2021. 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 and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations. Income taxes The Company complies with the accounting and reporting requirements of A.S.C. 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. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. Topic 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 an income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of May 20, 2021. The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception. The provision for income taxes was deemed de minimis for the period from March 5, 2021 (inception) to September 30, 2021. Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that are subject to forfeiture if the underwriters’ over-allotment option is not exercised by the underwriters (see Note 8). In addition, on September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into shares of common stock and then shared in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of On September 30, 2021, the Company had not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments 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 balance sheet, primarily due to their short-term nature. Derivative financial instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Recent accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions required for equity-linked contracts to qualify for scope exception. In addition, it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact that ASU 2020-06 would have on its financial position, results of operations, or cash flows. Outside of the above, 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	7 Months Ended
	Sep. 30, 2021
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Subsequent to September 30, 2021, on October 21, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously, the underwriters exercised over-allotments, purchasing 1,500,000 additional Units, generating gross proceeds of $15,000,000. Each Unit consists of one share of Class A Common Stock, one-half one-tenth The Company incurred offering costs related to the Initial Public Offering of $6,061,368, of which $1,437,500 was for underwriting fees, $3,737,500 was for deferred underwriting commissions, and $886,368 was for other offering costs.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	7 Months Ended
	Sep. 30, 2021
PRIVATE PLACEMENT [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 3,900,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($3,900,250 in the aggregate) . The excess of the proceeds over the fair value of the Private Placement Warrants has been recognized as a capital contribution from the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Proposed Offering

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	7 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Class B Common Stock On March 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. In addition, such Founder Shares includes an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor and initial stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming our Sponsor and initial stockholders do not purchase any Class A Common Shares in the Proposed Offering and excluding the Private Placement Warrants and underlying securities). On March 27, 2021, the Sponsor sold 15,000 Founder Shares to the Chief Financial Officer, , Thus, after will , this offering or the public market. Additionally, as consideration for financial advisory services rendered in connection with this offering, on March 11, 2021, ARC Capital received 50,000 shares of Class B Common Stock from our Sponsor at a price of The Founder Shares held by the independent directors and financial advisor are not subject to forfeiture in the event that the underwriters’ over-allotment is not exercised. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note On March 8, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $400,000 , of which $60,418 non-interest On November 3, 2021, the Company amended and restated the maturity date of the Promissory Note as follows: fifty percent (50%) of all amounts outstanding under the Note shall be payable by the Company on November 18, 2021, and the balance of all amounts outstanding under the Note shall be payable by the Company on December 18, 2021. Administrative services agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are Related party loans To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants (“Working Capital Warrants”) at a price of $1.50 per Working Capital Warrant. The Working Capital Warrants will be identical to the Private Placement Warrants. 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	7 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of shares Class B Common Stock, Private Placement Warrants (and underlying securities), and any securities issued in payment of working capital loans made to the Company will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Proposed Public Offering. The majority of these security to two demands that the Company registers such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing prior to the date on which these Common Stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and underlying securities) and securities 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. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/ or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering. Underwriting agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to a cash underwriting discount of one and one-quarter one-quarter over-allotment Right of First Refusal For a period beginning on the closing of this 12 ) month anniversary of the closing of a Business Combination or the three year anniversary of the effective date of the registration statement, more than three years from the effective date of the registration statement of which this prospectus forms a part.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	7 Months Ended
	Sep. 30, 2021
DERIVATIVE FINANCIAL INSTRUMENTS [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. The Public Warrants will become exercisable on the date that is 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable , The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business The Public 10-trading the . The Company may call the Public Warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations , 30-trading . If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and the number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger, or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except as set forth above). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the 9,650,250 warrants issued in connection with the Initial Public Offering (including 5,750,000 Public Warrants and 3,900,250 Private Placement Warrants as the underwriters’ over-allotment option was exercised and assuming no extension warrants or working capital warrants are issued) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than of the consideration receivable by the holders of the Class A Common Stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume-weighted average price of the common stock as reported during the ten-trading Combination. The Company believes that the adjustments to the exercise price of the warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon closing the Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value, and the warrants will be estimated using a valuation model prepared by an outside valuation firm. The valuation model uses inputs such as assumed share prices, volatility, discount factors, and other assumptions and may not reflect the price at which they can be settled. This liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. Forward Purchase Agreement On July 16, 2021, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Caltech Trading Corp., an anchor investor. Pursuant to the Forward Purchase Agreement, Caltech Trading Corp. will agree to purchase a minimum one-tenth one-half million. The shares of Class A common stock to be issued under the Forward Purchase Agreement will have no redemption rights and no right to liquidating distributions from the Trust Account. The Forward Purchase Shares, the Forward Purchase Rights, and Forward Purchase Warrants will be identical to the shares of Class A Common Stock, the Public Rights, and the Public Warrants, respectively, included in the Public Units to be sold in the Proposed Offering. The purchase of the Forward Purchase Units will occur concurrently and only in connection with the closing of the Business Combination. The Forward Purchase Shares, Forward Purchase Rights and Forward Purchase Warrants (and the shares of Class A common stock underlying such securities) are subject to registration rights. Caltech’s Trading commitment under the Forward Purchase Agreement is subject to customary closing conditions, including that the Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. The obligations of Caltech Trading under the Forward Purchase Agreement do not depend on whether any Class A common shares held by public shareholders are redeemed by the Company. The Company will account for the Forward Purchase Agreement in accordance with the guidance in ASC 815-40 and

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	7 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDER’S EQUITY Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. On September 30, 2021, there were no preferred shares issued or outstanding. Class A Common Stock The Company is authorized to issue On as no outstanding. Class B Common Stock The Company for each share. On , of which 375,000 shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full so that the initial stockholders will own 20% of the issued and outstanding shares after the Proposed Offering (assuming the initial stockholders do not purchase any Class A Common Shares in the Proposed Offering). Public Rights Each holder of a Public Right will be one-tenth (1/10) as-converted

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	7 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after the date on which the financial statements were issued. Based upon this review, the Company identified the following subsequent events: • On October 21, 2021, the Company consummated its initial public offering (the “IPO”) of 11,500,000 units (the “Units”), including the issuance of 1,500,000 Units as a result of the underwriters’ exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value of $0.0001 per share (“Class A Common Stock”), one right of the Company (a “Right”) and one-half • Substantially concurrently with the closing of the IPO, the Company completed the sale, in a private placement, of 3,900,250 warrants (the “Private Placement Warrants”), to the Company’s sponsor, Revofast LLC, at an aggregate price of, and generating gross proceeds to the Company of, $3,900,250, $2,923,400 of which was placed in the trust account referred to in Item 8.01. The Private Placement Warrants will not be transferable, assignable , • A total of $116,150,000, comprised of $113,226,600 of proceeds from the IPO and $2,923,400 of proceeds from the sale of the Private Placement Warrants, which amount includes $3,737,500 of the underwriters’ deferred discount, was placed in a U.S.-based trust account. • On October 25, 2021, $976,850 was deposited to the Company’s operating account from Loeb & Loeb LLP Escrow Account. • On October 27, 2021, $65,740 of the Promissory Note was repaid to the Sponsor. • On November 3, 2021, the “Company amended and restated, effective as of September 30, 2021, its Promissory Note (the “Note”), dated March 8, 2021, in the principal amount up to $400,000 to the Company’s sponsor, Revofast LLC (the “Sponsor”), pursuant to which the Maturity Date of the Note is amended as follows: fifty percent (50%) of all amounts outstanding under the Note shall be payable by the Company on November 18, 2021 ,

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	7 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, In the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2021, and its results of operations and cash flows for the period from March 5, 2021 (inception) to September 30, 2021.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act’’), and it may take advantage of certain exemptions from various reporting requirements that apply 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 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 disclose 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	Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As a result, the Company had no cash equivalents on September 30, 2021.
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 and charged to stockholder’s equity upon the completion of the Initial Public Offering. If the Initial Public Offering were unsuccessful, these deferred costs and additional expenses incurred would have been charged to operations.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of A.S.C. 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. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A.S.C. Topic 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 an income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of May 20, 2021. The Company is currently not aware of any issues under review resulting in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has been subject to income tax examinations by major taxing authorities since its inception. The provision for income taxes was deemed de minimis for the period from March 5, 2021 (inception) to September 30, 2021.
Net loss per common share	Net loss per common share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that are subject to forfeiture if the underwriters’ over-allotment option is not exercised by the underwriters (see Note 8). In addition, on September 30, 2021, the Company did not have any dilutive securities and other contracts that could potentially be exercised or converted into shares of common stock and then shared in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal depository insurance coverage of On September 30, 2021, the Company had not experienced losses on this account, 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 ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Derivative financial instruments	Derivative financial instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash
Recent accounting standards	Recent accounting standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions required for equity-linked contracts to qualify for scope exception. In addition, it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact that ASU 2020-06 would have on its financial position, results of operations, or cash flows. Outside of the above, management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($)	Oct. 21, 2021	Sep. 30, 2021	Oct. 31, 2021	Mar. 15, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Entity incorporation date		Mar. 5, 2021
Term of restricted investments		185 days
Minimum net worth required for compliance		$ 5,000,001
Combination period description		The Company will have until 12 months (or 15 or 18 months, depending on whether we elect to extend the initial 12-month term for up to two additional three-month terms) from the effective date of the registration statement to consummate a Business Combination (the “Combination Period”).
Combination period, term one		12 months
Combination period, term two		15 months
Combination period, term three		18 months
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities		$ 50,000
Per share value of restricted assets		$ 10.10
Net working capital			$ 801,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par or stated value per share		0.0001		$ 0.0001
Temporary equity, redemption price per share		$ 10.10
Number of days within which the common shares shall be redeemed		5 days
Percentage of common shares to be redeemed in case business combination is not completed within the combination period		100.00%
Common Class A [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of common stock for which redemption rights restriction applied		15.00%
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares	1,500,000
Payments of Stock Issuance Costs	$ 6,061,368
Deferred underwriting commissions	$ 3,737,500
Underwriter stock option period	45 days
Subsequent Event [Member] | Initial Public Offering And Private Placement Of Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to acquire restricted investments	$ 116,150,000
Per unit amount placed in trust account	$ 10.10
Subsequent Event [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares	11,500,000
Shares issued, price per share	$ 10
Subsequent Event [Member] | Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance initial public offering	$ 115,000,000
Subsequent Event [Member] | Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares	1,500,000
Subsequent Event [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance initial public offering	$ 100,000,000
Common stock, par or stated value per share	$ 0.0001
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares	10,000,000
Shares issued, price per share	$ 10
Sponsor [Member] | Private Placement Warrants [Member] | Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants or rights issued during period, Warrants		3,900,250
Warrants issued, price per warrant		$ 1
Sponsor [Member] | Subsequent Event [Member] | Private Placement Warrants [Member] | Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants or rights issued during period, Warrants	3,900,250
Warrants issued, price per warrant	$ 1
Common stock, par or stated value per share	$ 3,900,250

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail)	Sep. 30, 2021USD ($)shares
Cash Equivalents	$ 0
Unrecognized tax benefits	0
Unrecognized tax benefits, Income tax penalties and interest accrued	0
Dilutive securities	0
Cash, FDIC insured amount	$ 250,000
Over-Allotment Option [Member]
Shares are subject to forfeiture | shares	375,000

INITIAL PUBLIC OFFERING - Addit

INITIAL PUBLIC OFFERING - Additional Information (Detail)	Oct. 21, 2021USD ($)$ / sharesshares
Initial Public Offering [Line Items]
Class of warrant or right, Number of securities called by each warrant or right | shares	0.1
Subsequent Event [Member]
Initial Public Offering [Line Items]
Stock issued during period, Shares | shares	1,500,000
Total Offering costs incurred in Initial public offering | $	$ 6,061,368
Underwriting fees | $	1,437,500
Deferred underwriting commissions | $	3,737,500
Other Offering Costs | $	$ 886,368
Subsequent Event [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Class of warrant or right, Exercise price of warrants or rights | $ / shares	$ 11.50
Common Class A [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Proceeds from issuance initial public offering | $	$ 100,000,000
Common Class A [Member] | Subsequent Event [Member] | Public Warrants [Member]
Initial Public Offering [Line Items]
Class of warrant or right, Number of securities called by each warrant or right | shares	1
IPO [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Stock issued during period, Shares | shares	11,500,000
Shares issued, price per share | $ / shares	$ 10
IPO [Member] | Common Class A [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Stock issued during period, Shares | shares	10,000,000
Shares issued, price per share | $ / shares	$ 10
Over-Allotment Option [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Stock issued during period, Shares | shares	1,500,000
Proceeds from issuance of warrants | $	$ 15,000,000

PRIVATE PLACEMENT - Additional

PRIVATE PLACEMENT - Additional Information (Detail) - USD ($)	7 Months Ended
	Sep. 30, 2021	Oct. 21, 2021
Private Placement [Line Items]
Class of warrant or right, Number of securities called by each warrant or right		0.1
Private Placement Warrants [Member]
Private Placement [Line Items]
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Private Placement Warrants [Member] | Common Class A [Member]
Private Placement [Line Items]
Class of warrant or right, Number of securities called by each warrant or right	1
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Private Placement [Line Items]
Class of warrants or rights issued during period, Warrants	3,900,250
Warrants issued, price per warrant	$ 1
Proceeds from issuance of warrants	$ 3,900,250

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($)		Nov. 03, 2021	Mar. 27, 2021	Mar. 15, 2021	Mar. 11, 2021	Mar. 08, 2021	Sep. 30, 2021
Stock issued during period, Value, Issued for services	[1]			$ 25,000
Debt instrument, Face amount		$ 400,000
Notes payable, Related parties, Current							$ 60,418
Debt Instrument, Periodic Payment, percent		50.00%
Debt Instrument, Date of First Required Payment		Nov. 18, 2021
Debt Instrument, Date of final Required Payment		Dec. 18, 2021
Working Capital Loans [Member] | Working Capital Warrants [Member]
Debt instrument, Convertible, Carrying amount of equity component							$ 1,500,000
Debt instrument, Convertible, Conversion price							$ 1.50
Sponsor [Member] | Unsecured Promissory Note [Member]
Debt instrument, Face amount						$ 400,000
Notes payable, Related parties, Current						$ 60,418
Sponsor [Member] | General And Administrative Services [Member]
Related party transaction, Amount of transaction							$ 5,000
Sponsor And Initial Stockholders [Member] | Common Stock [Member]
Sale of Stock, Percentage of Ownership after Transaction			20.00%
Common Class B [Member] | Common Stock [Member]
Stock issued during period, Shares, Issued for services	[1]			2,875,000
Stock issued during period, Value, Issued for services	[1]			$ 288
Common Class B [Member] | Sponsor [Member]
Stock issued during period, Shares, Issued for services						2,875,000
Stock issued during period, Value, Issued for services						$ 25,000
Shares are subject to forfeiture						375,000
Percentage of common stock issued and outstanding						20.00%
Common Class B [Member] | Sponsor [Member] | Jenny Junkeer Chief Financial Officer [Member]
Sale of stock, Number of shares issued in transaction			15,000
Sale of stock, Price per share			$ 0.009
Common Class B [Member] | Sponsor [Member] | Michael Tomczyk Independent Director [Member]
Sale of stock, Number of shares issued in transaction			10,000
Sale of stock, Price per share			$ 0.009
Common Class B [Member] | Sponsor [Member] | Robin Meister Independent Director [Member]
Sale of stock, Number of shares issued in transaction			10,000
Sale of stock, Price per share			$ 0.009
Common Class B [Member] | Sponsor [Member] | Lynn Perkins Independent Director [Member]
Sale of stock, Number of shares issued in transaction			10,000
Sale of stock, Price per share			$ 0.009
Common Class B [Member] | Sponsor [Member] | ARC Capita [Member]
Sale of stock, Number of shares issued in transaction					50,000
Sale of stock, Price per share					$ 0.009
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member]
Percentage of shares subject to lock in							50.00%
Lock in period for shares							6 months
Number of trading days for determining the share price							20 days
Number of consecutive trading days for determining the share price							30 days
Percentage of shares subject to lock in, Remaining shares							50.00%
Lock in period for remaining shares							6 months
Common Class B [Member] | Initial Stockholders [Member] | Restriction On Transfer [Member] | Share Price Equals Or Exceeds Twelve USD [Member]
Share price							$ 12
[1]	Includes an aggregate of 375,000 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Detail)	Oct. 21, 2021USD ($)shares	Oct. 18, 2021Demand	Sep. 30, 2021	Oct. 31, 2021
Commitments And Contingencies [Line Items]
Number of months from closing of a business combination determing ending period			12 months
Threshold years from the effective date of the registration statement determining right of first refusal			3 years
Percentage Of Underwriting Discount				(1.25%)
Percentage Of Deferred Underwriting Discount				(3.25%)
Subsequent Event [Member]
Commitments And Contingencies [Line Items]
Underwriter Stock Option Period	45 days
Stock Issued During Period, Shares, New Issues | shares	1,500,000
Deferred Underwriting Commissions	$ 3,737,500
Underwriting Fees	$ 1,437,500
Registration Rights [Member] | Subsequent Event [Member]
Commitments And Contingencies [Line Items]
Number of demands that can be made | Demand		2
Period beginning on the effective date of the initial public offering during which demand registration can be made		5 years
Commencing period determining registration rights exercise		3 months
Period beginning on the effective date of the initial public offering during which participation take place		7 years

DERIVATIVE FINANCIAL INSTRUME_2

DERIVATIVE FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Mar. 05, 2021	Sep. 30, 2021	Jul. 16, 2021
Derivative [Line Items]
Minimum notice period to be given to the holders of warrant prior to redemption		30 days
Caltech Trading [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member]
Derivative [Line Items]
Price per unit to be issued pursuant to agreement			$ 10
Caltech Trading [Member] | Minimum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member]
Derivative [Line Items]
Number of units to be issued pursuant to agreement			8,000,000
Units To Be Issued Pursuant To Agreement Value			$ 80
Caltech Trading [Member] | Maximum [Member] | Forward Purchase Units [Member] | Forward Purchase Agreement [Member]
Derivative [Line Items]
Number of units to be issued pursuant to agreement			9,000,000
Units To Be Issued Pursuant To Agreement Value			$ 90
Public Warrants [Member]
Derivative [Line Items]
Class of warrants or rights period after which the warrants are excercisable from the date of consummation of business combination		30 days
Percentage of warrants to be settled in shares for the price of warrants to be reduced	70.00%
Class of warrants or rights warrants issued during the period units	9,650,250
Public Warrants [Member] | Prospective Redemption Of Warrants [Member]
Derivative [Line Items]
Class of warrants or rights term		5 years
Shares issued, price per share		$ 11.50
Percentage of proceeds from equity issuance to be used for consummating business combination		60.00%
Consecutive trading day period for determining the volume weighted average price per share		10 days
Weighted volume average price per share		$ 9.20
Adjusted exercise price of warrants percentage		115.00%
Adjusted share price percentage		180.00%
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants One [Member]
Derivative [Line Items]
Share Price		$ 18
Class of warrants or rights redemption price per warrant		$ 0.01
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Public Warrants [Member] | Prospective Redemption Of Warrants [Member] | Share Price Trigerring Redemption Of Warrants Two [Member]
Derivative [Line Items]
Share Price		$ 10
Private Placement Warrants [Member]
Derivative [Line Items]
Class of warrants or rights lock in period		30 days
Common Class A [Member] | Public Warrants [Member]
Derivative [Line Items]
Period within which registration statement shall be filed with securities exchange commission from the date of consummation of initial business combination		20 days
Period within which registration statement shall be effective with securities exchange commission from the date of consummation of initial business combination		60 days

STOCKHOLDERS' EQUITY - Addition

STOCKHOLDERS' EQUITY - Additional information (Detail) - $ / shares	Sep. 30, 2021	Sep. 30, 2021	Mar. 15, 2021
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Number Of Shares Entitles For Each Right Held		one-tenth (1/10)
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	20,000,000	20,000,000	20,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	one
Common Stock, Shares, Issued	2,875,000	2,875,000	2,875,000
Common Stock, Shares, Outstanding	2,875,000	2,875,000	2,875,000

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional information (Detail) - USD ($)	Nov. 03, 2021	Oct. 27, 2021	Oct. 21, 2021	Sep. 30, 2021	Oct. 25, 2021	Mar. 15, 2021
Subsequent Event [Line Items]
Class of warrant or right, Number of securities called by each warrant or right			0.1
Assets Held-in-trust			$ 2,923,400
Debt instrument, Face amount	$ 400,000
Debt Instrument, Periodic Payment, percent	50.00%
Debt Instrument, Date of First Required Payment	Nov. 18, 2021
Debt Instrument, Date of final Required Payment	Dec. 18, 2021
Private Placement Warrants [Member]
Subsequent Event [Line Items]
Class of warrants or rights lock in period				30 days
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Class of warrants or rights issued during period, Warrants				3,900,250
Common Class A [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001		$ 0.0001
Common Class A [Member] | Private Placement Warrants [Member]
Subsequent Event [Line Items]
Class of warrant or right, Number of securities called by each warrant or right				1
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares			1,500,000
Stock Issued During Period, Value, New Issues			$ 116,150,000
Escrow Deposit					$ 976,850
Repayments of Related Party Debt		$ 65,740
Debt Instrument, Periodic Payment, percent	50.00%
Debt Instrument, Date of First Required Payment	Nov. 18, 2021
Debt Instrument, Date of final Required Payment	Dec. 18, 2021
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares			11,500,000
Shares issued, price per share			$ 10
Stock Issued During Period, Value, New Issues			$ 113,226,600
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Proceeds from issuance initial public offering			115,000,000
Stock Issued During Period, Value, New Issues			$ 2,923,400
Subsequent Event [Member] | Over-Allotment Option [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares			1,500,000
Stock Issued During Period, Value, New Issues			$ 3,737,500
Subsequent Event [Member] | Right [Member]
Subsequent Event [Line Items]
Class of warrant or right, Number of securities called by each warrant or right			1
Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Class of warrant or right, Number of securities called by each warrant or right			0.5
Subsequent Event [Member] | Private Placement Warrants [Member]
Subsequent Event [Line Items]
Class of warrants or rights lock in period			30 days
Subsequent Event [Member] | Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 3,900,250
Class of warrants or rights issued during period, Warrants			3,900,250
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Common stock, conversion basis			one
Common Stock, Par or Stated Value Per Share			$ 0.0001
Proceeds from issuance initial public offering			$ 100,000,000
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Subsequent Event [Line Items]
Stock issued during period, Shares			10,000,000
Shares issued, price per share			$ 10