Zalatoris II Acquisition (ZLSSF) 10-Q 13 Sep 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	4 Months Ended
	Jun. 30, 2021	Sep. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40686
Entity Registrant Name	XPAC ACQUISITION CORP.
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	55 West 46th Street, 30th floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	664-0501
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001853397
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Trading Symbol	XPAX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		21,961,131
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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	XPAXW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,490,283

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Jun. 30, 2021USD ($)
Current assets
Cash	$ 0
Deferred offering costs	469,307
Total Assets	469,307
Current liabilities
Accounts payable	6,522
Accrued Offering Costs	364,625
Total Current Liabilities	371,147
Promissory note payable to related party	84,412
Total Liabilities	455,559
Stockholder's Equity
Additional paid-in capital	24,425
Accumulated deficit	(11,252)
Total Stockholder's Equity	13,748
Total Liabilities and Shareholder's Equity	469,307
Class B Common Stock
Stockholder's Equity
Common stock	$ 575

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Aug. 16, 2021	Jun. 30, 2021	Mar. 31, 2021
Preferred stock, par value, (per share)		$ 0.0001
Preferred stock, shares authorized		1,000,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Class A Common Stock
Common shares, par value, (per share)		$ 0.0001
Common shares, shares authorized		200,000,000
Common shares, shares issued		0
Common shares, shares outstanding		0	0
Class B Common Stock
Common shares, par value, (per share)		$ 0.0001
Common shares, shares authorized		20,000,000
Common shares, shares issued		5,750,000
Common shares, shares outstanding		5,750,000	5,750,000
Class B Common Stock | Over-allotment option
Maximum shares subject to forfeiture	750,000	750,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended	4 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
CONDENSED STATEMENTS OF OPERATIONS
Formation and operating costs	$ 183	$ 11,252
Other income:
Net Loss	$ (183)	$ (11,252)
Basic net loss per common share	$ 0	$ 0
Weighted average shares outstanding, basic and diluted	5,000,000	4,642,857

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Aug. 16, 2021	Jun. 30, 2021
Class B Common Stock | Over-allotment option
MaximumCommonStockSharesSubjectToForfeiture	750,000	750,000

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Mar. 10, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Mar. 10, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Founder	$ 575	24,425		25,000
Issuance of common stock to Founder (in shares)	5,750,000
Net Loss			(11,069)	(11,069)
Balance at the end at Mar. 31, 2021	$ 575	24,425	(11,069)	13,931
Balance at the end (in shares) at Mar. 31, 2021	5,750,000
Balance at the beginning at Mar. 10, 2021	$ 0	0	0	0
Balance at the beginning (in shares) at Mar. 10, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss				(11,252)
Balance at the end at Jun. 30, 2021	$ 575	24,425	(11,252)	13,748
Balance at the end (in shares) at Jun. 30, 2021	5,750,000
Balance at the beginning at Mar. 31, 2021	$ 575	24,425	(11,069)	13,931
Balance at the beginning (in shares) at Mar. 31, 2021	5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Loss			(183)	(183)
Balance at the end at Jun. 30, 2021	$ 575	$ 24,425	$ (11,252)	$ 13,748
Balance at the end (in shares) at Jun. 30, 2021	5,750,000

CONDENSED STATEMENT OF CHANGE_2

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	4 Months Ended
	Jun. 30, 2021	Aug. 16, 2021
Over-allotment option
Sale of Units, net of underwriting discounts (in shares)	3,000,000
Over-allotment option | Private Placement Warrants
Number of warrants to be issued	4,400,000
Private Placement | Private Placement Warrants
Number of warrants to be issued	4,000,000
Class B Common Stock | Over-allotment option
Maximum shares subject to forfeiture	750,000	750,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	4 Months Ended
	Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (11,252)
Changes in operating assets and liabilities:
Accounts Payable	6,522
Accrued Offering Cost	(20,270)
Net cash used in operating activities	(25,000)
Cash Flows from Financing Activities:
Proceeds from the issuance of common stock	25,000
Net cash provided by financing activities	25,000
Net Change in Cash	0
Cash-beginning of period	0
Cash - Ending	0
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	384,895
Deferred offering costs included in promissory note - related party	$ 84,412

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	4 Months Ended
	Jun. 30, 2021
ORGANIZATION AND BUSINESS BACKGROUND
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND XPAC Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 11, 2021. The Company was formed for the purpose of entering into a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through June 30, 2021 relates 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. 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 Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND (Cont.) The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Association (the “Amended and Restated Certificate of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain shareholder approval for business or other 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 shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 24 months from the closing of the Initial 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 NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND (Cont.) The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive it right to its deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At June 30, 2021, the Company had $0 in cash and working capital deficiency of $371,147. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	4 Months Ended
	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in in conformity 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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying audited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The results for the period for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 shareholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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. ​ NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Use of Estimates (Cont.) 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. Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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 August 3, 2021 and that were charged to shareholder’s equity upon the completion of the Initial Public Offering. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). ​ NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Net Loss Per Ordinary Share (Cont.) At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Warrant Liability The Company accounts for warrants for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants will be reclassified to additional paid-in capital. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 $0 as of June 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholder’s equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	4 Months Ended
	Jun. 30, 2021
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on August 3, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consisted of one share of Class A ordinary shares and one -third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6). On August 16, 2021, the underwriter partially exercised the over-allotment option and on August 19, 2021, purchased an additional 1,961,131 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $19,611,310. In connection with the Underwriter’s partial exercise of their over-allotment option, the Sponsor purchased an additional 261,485 Private Placement Warrants (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of approximately $392,228. 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 of the Investment Company Act, as determined by the Company. As of August 3, 2021, $200,000,000 of the IPO proceeds was held in the Trust Account. In addition, $2,293,973 of cash is not held in the Trust Account and is available for working capital purposes.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	4 Months Ended
	Jun. 30, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,000,000 (or 4,400,000 warrants if the underwriter’s over-allotment option is exercised in full) Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $6,000,000 in the aggregate (or $6,600,000 if the underwriter’s over-allotment option is exercised in full), in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is anticipated to be exercisable to purchase one share of ordinary shares at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering 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 Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	4 Months Ended
	Jun. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 5,750,000 shares of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. This amount was paid on behalf of the Company to cover certain expenses. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Since the underwriter did not exercise the over-allotment option in full, the Sponsor forfeited 259,717 Class B ordinary shares, which were canceled by the Company. As a result of such forfeiture, there are currently 5,490,283 Class B ordinary shares issued and outstanding. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of June 30, the Company had drawn down $84,412 under the promissory note to pay for offering expenses. The Promissory Note was non-interest bearing and the amount of $84,412 was still owed upon the closing of the IPO. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account 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. At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company has agreed, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial, and administrative support. NOTE 5 — RELATED PARTY TRANSACTIONS (Cont.) Advisory Services Agreement Though a formal agreement has not been executed, the Company is planning to engage XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A., an indirect, wholly-owned subsidiary of XP, Inc. and an affiliate of the Sponsor, to provide financial consulting services, consisting of a review of deal structure and terms and related advice in connection with this offering, for which it will receive a fee of up to 35 % of the cash underwriting discount paid to the Underwriter, net of expenses. See Note 8 below for further discussion of the Underwriter Agreement and underwriting discount.

SHAREHOLDER'S EQUITY

SHAREHOLDER'S EQUITY	4 Months Ended
	Jun. 30, 2021
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY	NOTE 6 Preference shares — outstanding Class A ordinary shares — Class B ordinary shares — The shares of Class B ordinary shares (founder shares) will automatically convert into shares of Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Refer to Note 3 and Note 9 for discussion of the initial public offering that occurred on August 3, 2021.

WARRANTS

WARRANTS	4 Months Ended
	Jun. 30, 2021
WARRANTS
WARRANTS	NOTE 7 Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. NOTE 7 Redemption of warrants when the price per Class A ordinary shares equals or exceeds $18.00 . ● 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 to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders (referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”). If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. ​ NOTE 7 Redemption of warrants when the price per Class A ordinary shares equals or exceeds $10.00 . ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per share of our Class A ordinary shares equals or exceeds $18.00 ”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A ordinary shares equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares). 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 in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. ​ NOTE 7 The Company will account for the 10,666,667 warrants to be issued in connection with the Initial Public Offering (comprised of the 6,666,667 warrants included in the units and the 4,000,000 private placement warrants, assuming the underwriter’s over-allotment option is not exercised) 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	4 Months Ended
	Jun. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriter a 45-day

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	4 Months Ended
	Jun. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified the following subsequent events related to the initial public offering. NOTE 9 — SUBSEQUENT EVENTS (Cont) On August 3, 2021, the Company consummated the IPO of 20,000,000 Units (or 23,000,000 Units if the underwriter’s over-allotment option is exercised in full) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 Private Placement Warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant in a private placement to certain funds and accounts managed by XPAC Sponsor, LLC (the “Sponsor”) generating proceeds of $6,000,000 from the sale of the Private Placement Warrants. On August 16, 2021, the underwriter partially exercised the over-allotment option and on August 19, 2021, purchased an additional 1,961,131 Units from the Company (the “Over-Allotment Units”), generating gross proceeds of $19,611,310. In connection with the Underwriter’s partial exercise of their over-allotment option, the Sponsor purchased an additional 261,485 Private Placement Warrants (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of approximately $392,228. The 5,750,000 Class B ordinary shares held by the Sponsor (prior to the exercise of the over-allotment option) included 750,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full, so that the initial shareholders of the Company would collectively own 20.0% of the issued and outstanding ordinary shares of the Company after the IPO. Since the underwriter did not exercise the over-allotment option in full, the Sponsor forfeited 259,717 Class B ordinary shares, which were canceled by the Company. As a result of such forfeiture, there are currently 5,490,283 Class B ordinary shares issued and outstanding . Following the closing of the IPO on August 3, 2021 and the Over-Allotment on August 16, 2021, $219,611,311 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust Account”), 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 the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from August 3, 2021 (the “Combination Period”), the closing of the Initial Public Offering.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	4 Months Ended
	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying audited financial statements are presented in in conformity 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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying audited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The results for the period for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 shareholder 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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. ​ NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Use of Estimates (Cont.) 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.
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
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 August 3, 2021 and that were charged to shareholder’s equity upon the completion of the Initial Public Offering.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). ​ NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Net Loss Per Ordinary Share (Cont.) At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share 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.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants will be reclassified to additional paid-in capital.
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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 $0 as of June 30, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective as of January 1, 2022 (Early adoption is permitted effective January 1, 2021). The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as shareholder’s equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheet.

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details)	4 Months Ended
	Jun. 30, 2021USD ($)$ / shares
Subsidiary, Sale of Stock [Line Items]
Threshold period from closing of public offering the company is obligated to complete business combination	24 months
Threshold Business Days For Redemption Of Public Share	10 days
Minimum Net Tangible Assets Upon Consummation Of Business Combinations	$ 5,000,001
Cash	0
Working Capital	$ 371,147
Condition for future business combination number of businesses minimum	1
Condition for future business combination use of proceeds percentage	80
Condition for future business combination threshold Percentage Ownership	50
Redemption limit percentage without prior consent	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Maximum Allowed Dissolution Expenses	$ 100,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares subject to forfeiture	750,000
Cash equivalents	$ 0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	Aug. 19, 2021	Aug. 16, 2021	Aug. 03, 2021	Jun. 30, 2021
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Maturity term of U.S. government securities		180 days
Subsequent Event | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of units issued	261,485	261,485
Gross proceeds	$ 392,228	$ 392,228
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 10
Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued			20,000,000
Purchase price, per unit			$ 10
Number of shares in a unit			1
IPO proceeds held in Trust account, Per unit	$ 10
Maturity term of U.S. government securities	180 days
Marketable securities held in Trust Account			$ 200,000,000
Cash available for working capital purposes			$ 2,293,973
Initial Public Offering | Subsequent Event | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			0.5
Number of shares issuable per warrant			1
Exercise price of warrants			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued				3,000,000
Over-allotment option | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Number of units issued	1,961,131	1,961,131
Gross proceeds	$ 19,611,310	$ 19,611,310

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - Private Placement Warrants	4 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,400,000
Aggregate purchase price | $	$ 6,600,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,000,000
Price of warrants | $ / shares	$ 1.50
Aggregate purchase price | $	$ 6,000,000
Number of shares per warrant	1
Exercise price of warrant | $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Aug. 16, 2021shares	Mar. 31, 2021USD ($)shares	Mar. 31, 2021USD ($)shares	Jun. 30, 2021D$ / sharesshares
Related Party Transaction [Line Items]
Aggregate purchase price | $			$ 25,000
Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture				750,000
Common shares, shares issued				5,750,000
Class B Common Stock | Subsequent Event
Related Party Transaction [Line Items]
Common shares, shares issued	5,490,283
Number of shares forfeited by sponsor	5,490,283
Sponsor | Subsequent Event | Initial Public Offering
Related Party Transaction [Line Items]
Common shares, shares issued	259,717
Number of shares forfeited by sponsor	259,717
Sponsor | Class B Common Stock | Subsequent Event
Related Party Transaction [Line Items]
Number of shares issued	5,750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20.00%
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued		5,750,000
Aggregate purchase price | $		$ 25,000
Shares subject to forfeiture		750,000	750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				120 days

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	4 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Related Party Transaction [Line Items]
Proceeds from Related Party Debt	$ 84,412
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note	0	$ 0
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note	300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Related Party Loans | Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.50
Advisory Services Agreement
Related Party Transaction [Line Items]
Maximum advisory services fee payable to related party	35.00%

SHAREHOLDER'S EQUITY - Preferre

SHAREHOLDER'S EQUITY - Preferred Stock Shares (Details)	Jun. 30, 2021$ / sharesshares
SHAREHOLDER'S EQUITY
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

SHAREHOLDER'S EQUITY - Common S

SHAREHOLDER'S EQUITY - Common Stock Shares (Details)	4 Months Ended
	Jun. 30, 2021Vote$ / sharesshares	Mar. 31, 2021shares
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, votes per share | Vote	1
Common shares, shares issued (in shares)	0
Common shares, shares outstanding (in shares)	0	0
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares issued (in shares)	5,750,000
Common shares, shares outstanding (in shares)	5,750,000	5,750,000
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1	20.00%
Ratio to be applied to the stock in the conversion	20

WARRANTS (Details)

WARRANTS (Details)	4 Months Ended
	Jun. 30, 2021D$ / sharesshares
Initial Public Offering | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Stock [Line Items]
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Private Warrants
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Warrants | Initial Public Offering
Class of Stock [Line Items]
Number of warrants to be issued | shares	10,666,667
Public Warrants
Class of Stock [Line Items]
Public Warrants exercisable term from the closing of the initial public offering	12 months
Minimum threshold written notice period for redemption of public warrants	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10
Redemption price per public warrant (in dollars per share)	0.10
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share is Less Than $18.00
Class of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	18
Public Warrants | Class A Common Stock
Class of Stock [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold consecutive trading days for redemption of public warrants | D	20
Share price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants | Initial Public Offering
Class of Stock [Line Items]
Number of warrants to be issued | shares	6,666,667
Private Warrants
Class of Stock [Line Items]
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Private Warrants | Initial Public Offering
Class of Stock [Line Items]
Number of warrants to be issued | shares	4,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	4 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Commitments and Contingencies [Line Items]
Underwriting cash discount per unit | $ / shares	$ 0.20
Underwriter cash discount	$ 4,000,000
Aggregate underwriter cash discount	$ 4,600,000
Deferred Fee Per Unit | $ / shares	$ 0.35
Deferred underwriting fee payable	$ 7,000,000
Aggregate deferred underwriting fee payable	$ 8,050,000
Over-allotment option
Commitments and Contingencies [Line Items]
Granted term	45 days
Number of units issued | shares	3,000,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Aug. 19, 2021	Aug. 16, 2021	Aug. 03, 2021	Mar. 31, 2021	Jun. 30, 2021
Class A Common Stock
Subsequent Event [Line Items]
Common shares, shares issued					0
Common shares, shares outstanding				0	0
Class B Common Stock
Subsequent Event [Line Items]
Common shares, shares issued					5,750,000
Common shares, shares outstanding				5,750,000	5,750,000
Founder Shares | Sponsor | Class B Common Stock
Subsequent Event [Line Items]
Number of shares issued				5,750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Subsequent Event
Subsequent Event [Line Items]
Payments for investment in Trust Account		$ 219,611,311
Maturity term of U.S. government securities		180 days
Subsequent Event | Private Placement Warrants
Subsequent Event [Line Items]
Number of units issued	261,485	261,485
Gross proceeds	$ 392,228	$ 392,228
Subsequent Event | Class B Common Stock
Subsequent Event [Line Items]
Number of shares forfeited by sponsor		5,490,283
Common shares, shares issued		5,490,283
Common shares, shares outstanding		5,490,283
Subsequent Event | Sponsor | Class B Common Stock
Subsequent Event [Line Items]
Number of shares issued		5,750,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Initial Public Offering | Public Warrants
Subsequent Event [Line Items]
Number of warrants to purchase shares issued					6,666,667
Initial Public Offering | Subsequent Event
Subsequent Event [Line Items]
Number of units issued			20,000,000
Marketable securities held in Trust Account			$ 200,000,000
Number of units to be issued including over-allotment option, if exercised in full			23,000,000
Maturity term of U.S. government securities	180 days
Initial Public Offering | Subsequent Event | Public Warrants
Subsequent Event [Line Items]
Exercise price of warrants			$ 11.50
Number of shares issuable per warrant			1
Initial Public Offering | Subsequent Event | Sponsor
Subsequent Event [Line Items]
Number of shares forfeited by sponsor		259,717
Common shares, shares issued		259,717
Private Placement | Private Placement Warrants
Subsequent Event [Line Items]
Number of warrants to purchase shares issued					4,000,000
Price of warrants					$ 1.50
Exercise price of warrants					$ 11.50
Number of shares issuable per warrant					1
Proceeds from Issuance of Warrants					$ 6,000,000
Private Placement | Subsequent Event | Private Placement Warrants
Subsequent Event [Line Items]
Exercise price of warrants			$ 1.50
Number of shares issuable per warrant			4,000,000
Proceeds from Issuance of Warrants			$ 6,000,000
Over-allotment option
Subsequent Event [Line Items]
Number of units issued					3,000,000
Over-allotment option | Private Placement Warrants
Subsequent Event [Line Items]
Number of warrants to purchase shares issued					4,400,000
Proceeds from Issuance of Warrants					$ 6,600,000
Over-allotment option | Class B Common Stock
Subsequent Event [Line Items]
MaximumCommonStockSharesSubjectToForfeiture		750,000			750,000
Over-allotment option | Subsequent Event
Subsequent Event [Line Items]
Number of units issued	1,961,131	1,961,131
Gross proceeds	$ 19,611,310	$ 19,611,310