Etao International 10-Q 23 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	4 Months Ended
	Jun. 30, 2021	Aug. 23, 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	001-40418
Entity Registrant Name	Mountain Crest Acquisition Corp. III
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2412613
Entity Address, Address Line One	311 West 43rd Street, 12th 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	493-6558
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 Common Stock, Shares Outstanding		7,051,084
Entity Central Index Key	0001853775
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Transition Report	true
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	MCAE
Security Exchange Name	NASDAQ
Rights
Document Information [Line Items]
Title of 12(b) Security	Rights
Trading Symbol	MCAER
Security Exchange Name	NASDAQ
Units
Document Information [Line Items]
Title of 12(b) Security	Units
Trading Symbol	MCAEU
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Jun. 30, 2021USD ($)
CURRENT ASSETS
Cash	$ 462,247
Prepaid expenses and other current assets	63,250
Marketable securities held in trust account	54,172,321
TOTAL ASSETS	54,697,818
CURRENT LIABILITIES
Accounts payable	1,000
Franchise taxes payable	24,800
Deferred underwriting fee payable	1,896,018
Total current liabilities	1,921,818
Total liabilities	1,921,818
COMMITMENTS AND CONTINGENCIES
Common stock subject to possible redemption, $0.0001 par value, 5,417,193 shares at redemption value of $10.00 per share at June 30, 2021.	54,171,930
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 1,633,891 shares issued and outstanding as of June 30, 2021.	163
Accumulated deficit	(1,396,093)
Total stockholders' equity (deficit)	(1,395,930)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 54,697,818

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical)	Jun. 30, 2021$ / sharesshares
CONDENSED BALANCE SHEET
Redeemable common stock subject to possible redemption, par value | $ / shares	$ 0.0001
Redeemable common stock subject to possible redemption, shares outstanding	5,417,193
Redeemable common stock subject to possible redemption, redemption price per share | $ / shares	$ 10
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	30,000,000
Common shares, shares issued	1,633,891
Common shares, shares outstanding	1,633,891

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	4 Months Ended
		Jun. 30, 2021	Jun. 30, 2021
Income Statement [Abstract]
General and administrative		$ 68,224	$ 69,224
Franchise tax		24,800	24,800
Total expenses		93,024	94,024
LOSS FROM OPERATIONS		(93,024)	(94,024)
OTHER INCOME (EXPENSE)
Interest income		391	391
Total other income (expense)		391	391
NET LOSS		$ (92,633)	$ (93,633)
Weighted average shares outstanding of redeemable common stock		2,344,438	940,174
Basic and diluted net income (loss) per share, redeemable common stock		$ 0.68	$ 2.73
Weighted average shares outstanding of non-redeemable common stock	[1]	1,407,277	1,363,702
Basic and diluted net income (loss) per share, non-redeemable common stock		$ (1.20)	$ (1.95)
[1]	The accompanying notes are an integral part of these unaudited financial statements.

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock	Additional paid-in capital	Accumulated deficit	Total
Beginning balance at Mar. 01, 2021		$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Mar. 01, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor	[1]	$ 144	24,856		25,000
Issuance of common stock to Sponsor (in shares)	[1]	1,437,500
Net loss				(1,000)	(1,000)
Ending Balance at Mar. 31, 2021		$ 144	24,856	(1,000)	24,000
Ending Balance (in shares) at Mar. 31, 2021		1,437,500
Beginning balance at Mar. 01, 2021		$ 0	0	0	0
Beginning balance (in shares) at Mar. 01, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from Initial Public Offering					$ 54,171,930
Forfeiture of shares of common stock (Shares)					(83,202)
Net loss					$ (93,633)
Ending Balance at Jun. 30, 2021		$ 163		(1,396,093)	(1,395,930)
Ending Balance (in shares) at Jun. 30, 2021		1,633,891
Beginning balance at Mar. 31, 2021		$ 144	24,856	(1,000)	24,000
Beginning balance (in shares) at Mar. 31, 2021		1,437,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of public units in initial public offering, net of underwriting discounts		$ 541	54,171,389		54,171,930
Sale of public units in initial public offering, net of underwriting discounts (in shares)		5,417,193
Sale of private units to insiders		$ 18	1,933,412		1,933,430
Sale of private units to insiders (in units)		193,343
Representative shares issued		$ 9	862,491		862,500
Representative shares issued (in shares)		86,250
Offering costs			(4,123,227)		(4,123,227)
Forfeiture of shares of common stock		$ (8)	8
Forfeiture of shares of common stock (Shares)		(83,202)
Initial measurement of Common Stock Subject to Redemption under ASC 480-10- S99 against additional paid-in capital		$ (541)	(53,873,443)		(53,873,984)
Initial measurement of Common Stock Subject to Redemption under ASC 480-10- S99 against additional paid-in capital (in shares)		(5,417,193)
Allocation of offering costs to common stock subject to redemption			4,100,549		4,100,549
Deduction for increases of carrying value of redeemable shares			$ (3,096,035)	(1,302,460)	(4,398,495)
Net loss				(92,633)	(92,633)
Ending Balance at Jun. 30, 2021		$ 163		$ (1,396,093)	$ (1,395,930)
Ending Balance (in shares) at Jun. 30, 2021		1,633,891
[1]	The accompanying notes are an integral part of these unaudited financial statements.

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	4 Months Ended
	Jun. 30, 2021USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ (93,633)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in Trust Account	(391)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(63,250)
Accounts payable	1,000
Franchise taxes payable	24,800
Net cash flows used in operating activities	(131,474)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash released remitted to Trust Account	(54,171,930)
Net cash used in investing activities	(54,171,930)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of private units	1,933,430
Proceeds from Initial Public Offering	54,171,930
Proceeds from issuance of common stock to Sponsor	25,000
Payment of underwriter compensation	(1,083,439)
Payment of offering costs	(281,270)
Proceeds from Sponsor note	80,264
Repayment of Sponsor note	(80,264)
Net cash flows provided by financing activities	54,765,651
NET INCREASE IN CASH	462,247
CASH, END OF PERIOD	462,247
Supplemental disclosure of noncash activities:
Deferred underwriting fee payable.	1,896,018
Representative shares issued and charged to offering costs	$ 862,500

Organization and Business Opera

Organization and Business Operation	4 Months Ended
	Jun. 30, 2021
Organization and Business Operation
Organization and Business Operation	Note 1 — Organization and Business Operation Mountain Crest Acquisition Corp. III (the “Company”) was incorporated in Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2021. On May 20, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) “and, with respect to the shares of common stock included in the Units sold, the “Public Shares at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Holdings III LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 4. On June 10, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred on June 14, 2021. The total aggregate issuance by the Company of 417,193 units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,930. On June 14, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 8,343 Private Units, generating gross proceeds of $83,430. Transaction costs amounted to $4,123,227 consisting of $1,000,000 of underwriting fees, $1,896,018 of deferred underwriting fees and $1,143,770 of other offering costs. Following the closing of the Initial Public Offering on May 20, 2021, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), which may 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or 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 a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until May 20, 2022 (or until November 20, 2022 if the Company has executed a definitive agreement for a Business Combination by May 20, 2022 but has not completed the Business Combination within such 12 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 The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares 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 underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) 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 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Significant Accounting Policies

Significant Accounting Policies	4 Months Ended
	Jun. 30, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The unaudited accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited financial statements as of June 30, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021, or any future period. The Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements due to completing the Initial Public Offering. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds that are sufficient to fund the working capital needs of the Company until the earlier of a business combination or one year from the date of issuance of these financial statements. Emerging Growth Company Status 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 are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley 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 that is neither an emerging growth company nor an emerging growth company that 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 unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers cash equivalents to be highly liquid investments with a maturity at the date of purchase of three months or less. The Company did not have any cash equivalents at June 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in interest earned on Interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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.” Shares of 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 features 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 stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Offering Costs Offering costs were $4,123,227 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the Public Offering and are charged to stockholders’ equity upon the completion of the Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the relative fair values of public shares and public rights. Accordingly, $4,100,549 was allocated to public shares and charged to temporary equity, and $22,678 was allocated to public rights and charged to shareholders’ equity. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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. The net income (loss) per share presented in the condensed statement of operations is based on the following: ​ ​ ​ ​ ​ ​ For the three months ended For the period from March 2, 2021 to ​ ​ June 30, 2021 ​ June 30, 2021 Net Loss (92,633) (93,633) Accretion of temporary equity into redemption value (4,398,495) (4,398,495) Net loss including accretion of equity into redemption value (4,491,128) (4,492,128) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the period from March 2, 2021 to June 30, ​ ​ 2021 ​ 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ shares shares shares shares Basic and diluted net income/(loss) per share: ​ ​ ​ ​ Numerators: ​ ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ (2,806,496) ​ (1,684,632) ​ (1,833,164) ​ (2,658,964) Accretion of temporary equity to redemption value ​ 4,398,495 ​ — ​ 4,398,495 ​ — Allocation of net income/(loss) ​ 1,591,999 ​ (1,684,632) ​ 2,565,331 ​ (2,658,964) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominators: ​ ​ ​ ​ Weighted-average shares outstanding ​ 2,344,438 ​ 1,407,277 ​ 940,174 ​ 1,363,702 Basic and diluted net income/(loss) per share ​ $ 0.68 ​ $ (1.20) ​ $ 2.73 ​ $ (1.95) ​ Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company has incurred a net operating loss for United State Federal tax purposes. Deferred tax assets were $19,663 and were offset entirely by a valuation allowance as of June 30, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There were no unrecognized tax benefits as of June 30, 2021. 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. 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 is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	4 Months Ended
	Jun. 30, 2021
Public Offering
Public Offering	Note 3 —Public Offering Pursuant to the Initial Public Offering, the Company sold 5,000,000 units at a price of $10 per unit (the “public units”) for gross proceeds of $50,000,000. The units consist of one share of common stock and the right to receive one On June 10, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred on June 14, 2021. The total aggregate issuance by the Company of 417,193 units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,930.

Private Placement

Private Placement	4 Months Ended
	Jun. 30, 2021
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 110,000 Private Units and Chardan purchased 75,000 Private Units. The Sponsor and Chardan also purchased an additional 8,343 Private Units, at a price of $10.00 per Private Unit, or $83,430 in the aggregate in connection with the underwriters’ partial exercise of their over-allotment option on June 10, 2021. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one

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 On March 2, 2021, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Sponsor agreed to forfeit up to 187,500 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 83,202 Founder Shares on June 14, 2021. The Founder Shares forfeited by the Sponsor were cancelled by the Company. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each case if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on May 20, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. As of June 30, 2021, a total of $20,000 has been incurred and paid under this agreement. Promissory Note — Related Party On March 3, 2021 the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. The total outstanding balance under the Promissory Note of $80,264 was repaid at the closing of the Initial Public Offering on May 20, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the 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. As of June 30, 2021, no Working Capital Loans were outstanding. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. As of June 30, 2021, no such loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
	Jun. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 2, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that 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 the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry 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 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. Underwriter’s Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 10, 2021, the underwriter’s elected to partially exercise the over-allotment option to purchase an additional 417,193 Public Shares at a price of $10.00 per Public Share (see Note 8). The underwriters are entitled to a deferred fee of $0.35 per Unit, or $1,896,018, based upon the partial exercise of the over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Of the $0.35 per Unit, $0.30 will be paid in cash and $0.05 will be paid in an equivalent value of shares. Right of First Refusal The Company has granted the underwriter, subject to certain conditions for a period of 18 months after the date of the consummation of the initial business combination, a right of first refusal to act as a co-manager or placement agent, with at least 25% of the economics, for any and all future public and private equity and debt offerings. The duration of such right of first refusal is limited not more than three years by certain regulatory rules. Representative Shares In May 2021, the Company issued to the underwriter and/or its designees 86,250 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an expense of the Proposed Public Offering, resulting in a charge directly to stockholder’s equity. The Company estimated the fair value of Representative Shares to be $862,500 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Proposed Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Proposed Public Offering except to any underwriter and selected dealer participating in the Proposed Public Offering and their bona fide officers or partners.

Shareholders' Equity

Shareholders' Equity	4 Months Ended
	Jun. 30, 2021
Shareholders' Equity
Shareholders' Equity	Note 7 — Shareholders’ Equity Common Stock The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2021, there were 1,633,891 shares issued Common stock subject to possible redemption As of June 30, 2021, there were 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet (see Note 2). Rights Except in cases where the Company is not the surviving Company in a business combination, the holders of the rights will automatically receive 1/10

Fair Value Measurements

Fair Value Measurements	4 Months Ended
	Jun. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 8— Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ ​ ​ ​ ​ ​ Prices in ​ ​ ​ Significant ​ ​ ​ ​ Active ​ Significant Other ​ Other ​ ​ June 30, ​ Markets ​ Observable Inputs ​ Unobservable ​ ​ 2021 ​ (Level 1) ​ (Level 2) ​ Inputs (Level 3) Assets: ​ Money market funds in Trust Account 54,172,321 54,172,321 — — ​

Revision of Prior Period Financ

Revision of Prior Period Financial Statements	4 Months Ended
	Jun. 30, 2021
Revision of Prior Period Financial Statements
Revision of Prior Period Financial Statements	Note 9 — Revision of Prior Period Financial Statements The Company identified errors on the Form 8-K IPO balance sheet as of May 20, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 8-K report, but that correcting the cumulative impact of such errors would be significant to our balance sheet for the six months ended June 30, 2021. Accordingly, the Company has corrected such immaterial errors by adjusting its May 20, 2021 balance sheet and classified all public shares of Common Stock as redeemable on the balance sheet. The following summarizes the effect of the revision on each financial statement line item. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Adjusted Revised Balance Sheet ​ ​ ​ Common stock subject to redemption ​ $ 43,842,720 ​ $ 6,157,280 ​ $ 50,000,000 Stockholders' equity (deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock, $0.001 par value ​ 233 ​ (62) ​ 171 Additional paid-in-capital ​ 5,000,777 ​ (5,000,777) ​ — Accumulated deficit ​ (1,000) ​ (1,156,441) ​ (1,157,441) Total stockholders' equity ​ $ 5,000,010 ​ $ (6,157,280) ​ $ (1,157,270) ​

Subsequent Events

Subsequent Events	4 Months Ended
	Jun. 30, 2021
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through August 23, 2021 which was the date these financial statements were available for issuance and determined that there were no significant unrecognized events through that date.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	4 Months Ended
	Jun. 30, 2021
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The unaudited accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited financial statements as of June 30, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021, or any future period. The Company has sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements due to completing the Initial Public Offering. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds that are sufficient to fund the working capital needs of the Company until the earlier of a business combination or one year from the date of issuance of these financial statements.
Emerging Growth Company Status	Emerging Growth Company Status 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 are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley 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 that is neither an emerging growth company nor an emerging growth company that 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 unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers cash equivalents to be highly liquid investments with a maturity at the date of purchase of three months or less. The Company did not have any cash equivalents at June 30, 2021.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Investments Held in Trust Account	Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in interest earned on Interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market 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.” Shares of 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 features 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 stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Offering costs	Offering Costs Offering costs were $4,123,227 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the Public Offering and are charged to stockholders’ equity upon the completion of the Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the relative fair values of public shares and public rights. Accordingly, $4,100,549 was allocated to public shares and charged to temporary equity, and $22,678 was allocated to public rights and charged to shareholders’ equity.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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. The net income (loss) per share presented in the condensed statement of operations is based on the following: ​ ​ ​ ​ ​ ​ For the three months ended For the period from March 2, 2021 to ​ ​ June 30, 2021 ​ June 30, 2021 Net Loss (92,633) (93,633) Accretion of temporary equity into redemption value (4,398,495) (4,398,495) Net loss including accretion of equity into redemption value (4,491,128) (4,492,128) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the period from March 2, 2021 to June 30, ​ ​ 2021 ​ 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ shares shares shares shares Basic and diluted net income/(loss) per share: ​ ​ ​ ​ Numerators: ​ ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ (2,806,496) ​ (1,684,632) ​ (1,833,164) ​ (2,658,964) Accretion of temporary equity to redemption value ​ 4,398,495 ​ — ​ 4,398,495 ​ — Allocation of net income/(loss) ​ 1,591,999 ​ (1,684,632) ​ 2,565,331 ​ (2,658,964) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominators: ​ ​ ​ ​ Weighted-average shares outstanding ​ 2,344,438 ​ 1,407,277 ​ 940,174 ​ 1,363,702 Basic and diluted net income/(loss) per share ​ $ 0.68 ​ $ (1.20) ​ $ 2.73 ​ $ (1.95) ​
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company has incurred a net operating loss for United State Federal tax purposes. Deferred tax assets were $19,663 and were offset entirely by a valuation allowance as of June 30, 2021. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There were no unrecognized tax benefits as of June 30, 2021. 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. 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 is subject to income tax examinations by major taxing authorities since inception.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	4 Months Ended
	Jun. 30, 2021
Significant Accounting Policies
Schedule of net income (loss) per share presented in the condensed statement of operations	The net income (loss) per share presented in the condensed statement of operations is based on the following: ​ ​ ​ ​ ​ ​ For the three months ended For the period from March 2, 2021 to ​ ​ June 30, 2021 ​ June 30, 2021 Net Loss (92,633) (93,633) Accretion of temporary equity into redemption value (4,398,495) (4,398,495) Net loss including accretion of equity into redemption value (4,491,128) (4,492,128) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, ​ For the period from March 2, 2021 to June 30, ​ ​ 2021 ​ 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ shares shares shares shares Basic and diluted net income/(loss) per share: ​ ​ ​ ​ Numerators: ​ ​ ​ ​ Allocation of net loss including accretion of temporary equity ​ (2,806,496) ​ (1,684,632) ​ (1,833,164) ​ (2,658,964) Accretion of temporary equity to redemption value ​ 4,398,495 ​ — ​ 4,398,495 ​ — Allocation of net income/(loss) ​ 1,591,999 ​ (1,684,632) ​ 2,565,331 ​ (2,658,964) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominators: ​ ​ ​ ​ Weighted-average shares outstanding ​ 2,344,438 ​ 1,407,277 ​ 940,174 ​ 1,363,702 Basic and diluted net income/(loss) per share ​ $ 0.68 ​ $ (1.20) ​ $ 2.73 ​ $ (1.95) ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	4 Months Ended
	Jun. 30, 2021
Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ ​ ​ ​ ​ ​ Prices in ​ ​ ​ Significant ​ ​ ​ ​ Active ​ Significant Other ​ Other ​ ​ June 30, ​ Markets ​ Observable Inputs ​ Unobservable ​ ​ 2021 ​ (Level 1) ​ (Level 2) ​ Inputs (Level 3) Assets: ​ Money market funds in Trust Account 54,172,321 54,172,321 — —

Revision of Prior Period Fina_2

Revision of Prior Period Financial Statements (Table)	4 Months Ended
	Jun. 30, 2021
Revision of Prior Period Financial Statements
Schedule of summarizes the effect of the revision on each financial statement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Reported Adjustment As Adjusted Revised Balance Sheet ​ ​ ​ Common stock subject to redemption ​ $ 43,842,720 ​ $ 6,157,280 ​ $ 50,000,000 Stockholders' equity (deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock, $0.001 par value ​ 233 ​ (62) ​ 171 Additional paid-in-capital ​ 5,000,777 ​ (5,000,777) ​ — Accumulated deficit ​ (1,000) ​ (1,156,441) ​ (1,157,441) Total stockholders' equity ​ $ 5,000,010 ​ $ (6,157,280) ​ $ (1,157,270)

Organization and Business Ope_2

Organization and Business Operation (Details)	Nov. 20, 2022USD ($)	May 20, 2022USD ($)$ / shares	Jun. 14, 2021USD ($)shares	Jun. 10, 2021USD ($)$ / sharesshares	May 21, 2021USD ($)$ / shares	May 20, 2021USD ($)$ / sharesshares	Jun. 30, 2021USD ($)item$ / shares
Subsidiary, Sale of Stock [Line Items]
Issue price, per unit | $ / shares					$ 10		$ 10
Proceeds from issuance of unit							$ 54,171,930
Transaction Costs						$ 4,123,227
Underwriting fees						1,000,000
Deferred underwriting fee payable.						1,896,018
Other offering costs						1,143,770
Payments for investment of cash in Trust Account						$ 50,000,000	$ 54,171,930
Condition for future business combination number of businesses minimum | item							1
Condition for future business combination use of proceeds percentage							80
Condition For Future Business Combination Threshold Percentage Ownership							50
Redemption of shares calculated based on business days prior to consummation of business combination (in days)							10 days
Condition For Future Business Combination Threshold Net Tangible Assets							$ 5,000,001
Redemption limit percentage without prior consent							20
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)							100.00%
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Issue price, per unit | $ / shares		$ 0.10
Months to complete acquisition		9 months
Redemption period upon closure		18 months
Maximum allowed dissolution expenses		$ 1,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of public units in initial public offering, net of underwriting discounts (in shares) | shares						5,000,000
Share price | $ / shares						$ 10
Issue price, per unit | $ / shares						$ 10
Proceeds from issuance of unit					$ 50,000,000	$ 50,000,000
Initial Public Offering | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Maximum allowed dissolution expenses		500,000
Private Placement.
Subsidiary, Sale of Stock [Line Items]
Sale of public units in initial public offering, net of underwriting discounts (in shares) | shares						185,000
Issue price, per unit | $ / shares						$ 10
Proceeds from issuance of unit						$ 1,850,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of public units in initial public offering, net of underwriting discounts (in shares) | shares			8,343	417,193		750,000
Share price | $ / shares				$ 10
Issue price, per unit | $ / shares				$ 10
Proceeds from issuance of unit			$ 83,430	$ 4,171,930
Over-allotment option | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Maximum allowed dissolution expenses	$ 1,150,000	$ 575,000

Significant Accounting Polici_2

Significant Accounting Policies (Details)	4 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Significant Accounting Policies
Cash equivalents	$ 0
Redeemable common stock subject to possible redemption, shares outstanding | shares	5,417,193
Offering costs	$ 4,123,227
Public shares cost	4,100,549
Public rights cost	$ 22,678
Common stock subject to possible redemption, redemption price per share | $ / shares	$ 10
Deferred tax assets	$ 19,663
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0

Significant Accounting Polici_3

Significant Accounting Policies - Net income (loss) per share presented in the condensed statement of operations (Details) - USD ($)		1 Months Ended	3 Months Ended	4 Months Ended
		Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Condensed Income Statements, Captions [Line Items]
Net loss		$ (1,000)	$ (92,633)	$ (93,633)
Accretion of temporary equity into redemption value			(4,398,495)	(4,398,495)
Net loss including accretion of equity into redemption value			(4,491,128)	(4,492,128)
Numerators:
Accretion of temporary equity to redemption value			$ 4,398,495	$ 4,398,495
Denominator
Weighted-average shares outstanding	[1]		1,407,277	1,363,702
Basic and diluted net income/(loss) per share			$ (1.20)	$ (1.95)
Redeemable Share [Member]
Condensed Income Statements, Captions [Line Items]
Accretion of temporary equity into redemption value			$ (4,398,495)	$ (4,398,495)
Numerators:
Allocation of net loss including accretion of temporary equity			(2,806,496)	(1,833,164)
Accretion of temporary equity to redemption value			4,398,495	4,398,495
Allocation of net income/(loss)			$ 1,591,999	$ 2,565,331
Denominator
Weighted-average shares outstanding			2,344,438	940,174
Basic and diluted net income/(loss) per share			$ 0.68	$ 2.73
Nonredeemable Share [Member]
Numerators:
Allocation of net loss including accretion of temporary equity			$ (1,684,632)	$ (2,658,964)
Allocation of net income/(loss)			$ (1,684,632)	$ (2,658,964)
Denominator
Weighted-average shares outstanding			1,407,277	1,363,702
Basic and diluted net income/(loss) per share			$ (1.20)	$ (1.95)
[1]	The accompanying notes are an integral part of these unaudited financial statements.

Public Offering (Details)

Public Offering (Details) - USD ($)	Jun. 14, 2021	Jun. 10, 2021	May 21, 2021	May 20, 2021	Jun. 30, 2021	May 20, 2022
Subsidiary, Sale of Stock [Line Items]
Issue price, per unit			$ 10		$ 10
Number of shares in a unit					1
Number of shares issuable per warrant					0.1
Proceeds from issuance initial public offering					$ 54,171,930
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold				5,000,000
Issue price, per unit				$ 10
Number of shares in a unit				1
Number of shares issuable per warrant				0.1
Proceeds from issuance initial public offering			$ 50,000,000	$ 50,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	8,343	417,193		750,000
Issue price, per unit		$ 10
Percentage of shares available under underwriting agreement				15.00%
Proceeds from issuance initial public offering	$ 83,430	$ 4,171,930
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Issue price, per unit						$ 0.10

Private Placement (Details)

Private Placement (Details) - USD ($)	Jun. 10, 2021	Jun. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 1,933,430
Number of Shares Issued Per Unit		1
Number of shares per warrant		0.1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		185,000
Price of warrants		$ 10
Aggregate purchase price		$ 1,850,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		110,000
Chardan
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		75,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	8,343
Price of warrants	$ 10
Aggregate purchase price	$ 83,430

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)		Mar. 02, 2021USD ($)D$ / sharesshares	Mar. 31, 2021USD ($)	Jun. 30, 2021shares
Related Party Transaction [Line Items]
Aggregate purchase price | $	[1]		$ 25,000
Shares subject to forfeiture				83,202
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued		1,437,500
Aggregate purchase price | $		$ 25,000
Founder Shares | Over-allotment option
Related Party Transaction [Line Items]
Maximum number of shares of common stock subject to forfeiture		187,500
Founder Shares Extent Period		45 days
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Percentage of founder shares to sell		50.00%
Percentage Of Remaining Founder Shares		50.00%
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		$ 12.50
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
Founder Shares | Sponsor | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture		83,202
[1]	The accompanying notes are an integral part of these unaudited financial statements.

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)		May 20, 2021	Mar. 31, 2021	Jun. 30, 2021	Jun. 10, 2021	Mar. 03, 2021
Related Party Transaction [Line Items]
Outstanding balance of related party note				$ 0
Repayment of promissory note - related party				80,264
Aggregate purchase price	[1]		$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Share price					$ 10
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note						$ 500,000
Repayment of promissory note - related party		$ 80,264
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000
Expenses incurred and paid				20,000
Related Party Loans
Related Party Transaction [Line Items]
Working capital loan				$ 1,500,000
Share price				$ 10
Working capital loans outstanding				$ 0
Related Party Extension Loans
Related Party Transaction [Line Items]
Share price				$ 10
Deposits				$ 500,000
Aggregate purchase price				$ 1,000,000
Related Party Extension Loans | Over-allotment option
Related Party Transaction [Line Items]
Share price				$ 0.10
Deposits				$ 575,000
Aggregate purchase price				$ 1,150,000
[1]	The accompanying notes are an integral part of these unaudited financial statements.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		Jun. 14, 2021	Jun. 10, 2021	May 21, 2021	May 20, 2021	May 31, 2021	Mar. 31, 2021	Jun. 30, 2021	May 20, 2022
Deferred fee per unit			$ 0.35
Deferred underwriting fee payable					$ 1,896,018
Underwriting fees					$ 1,000,000
Issue price, per unit				$ 10				$ 10
Issuance of Representative Shares	[1]						$ 25,000
Proceeds from issuance initial public offering								$ 54,171,930
Period to exercise demand registration right								5 years
Period to exercise piggy back registration right								7 years
Commencement period								18 months
Minimum offering percentage								25.00%
Deferred fee cash paid per unit.			0.30
Deferred fee paid in equivalents of share per unit			$ 0.05
Private Placement.
Number of units issued					185,000
Issue price, per unit					$ 10
Proceeds from issuance initial public offering					$ 1,850,000
Initial Public Offering
Number of units issued					5,000,000
Share Price					$ 10
Issue price, per unit					$ 10
Proceeds from issuance initial public offering				$ 50,000,000	$ 50,000,000
Over-allotment option
Number of units issued		8,343	417,193		750,000
Share Price			$ 10
Deferred fee per unit			0.35
Issue price, per unit			$ 10
Proceeds from issuance initial public offering		$ 83,430	$ 4,171,930
Period of underwriters granted option					45 days
Underwriter [Member]
Issue price, per unit						$ 10
Issuance of Representative Shares (in shares)						86,250
Issuance of Representative Shares						$ 862,500
Underwriter [Member] | Over-allotment option
Deferred underwriting fee payable			$ 1,896,018
Subsequent Event
Issue price, per unit									$ 0.10
[1]	The accompanying notes are an integral part of these unaudited financial statements.

Shareholders' Equity - Common S

Shareholders' Equity - Common Stock Shares (Details)	4 Months Ended
	Jun. 30, 2021$ / sharesshares
Shareholders' Equity
Common shares, shares authorized (in shares)	30,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common shares, shares issued (in shares)	1,633,891
Common shares, shares outstanding (in shares)	1,633,891
Redeemable common stock subject to possible redemption, shares outstanding	5,417,193
Common stock subject to possible redemption, redemption price per share | $ / shares	$ 10
Shares subject to forfeiture	83,202
Rights issued	0
Percentage of shares owned by the Sponsor	20.00%
Ratio to be applied to the stock in the conversion	0.10
Underwriter, over allotment option period	45 days

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Jun. 30, 2021USD ($)
Assets:
Marketable securities held in Trust Account	$ 54,172,321
Level 1 | U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	$ 54,172,321

Revision of Prior Period Fina_3

Revision of Prior Period Financial Statements (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Mar. 01, 2021
Revised Balance Sheet
Common stock subject to redemption	$ 54,171,930
Stockholders' equity (deficit)
Common stock, $0.001 par value	163
Accumulated deficit	(1,396,093)
Total stockholders' equity (deficit)	(1,395,930)	$ 24,000	$ 0
Previously Reported [Member]
Revised Balance Sheet
Common stock subject to redemption	43,842,720
Stockholders' equity (deficit)
Common stock, $0.001 par value	233
Additional paid-in-capital	5,000,777
Accumulated deficit	(1,000)
Total stockholders' equity (deficit)	5,000,010
Revision of Prior Period, Adjustment [Member]
Revised Balance Sheet
Common stock subject to redemption	6,157,280
Stockholders' equity (deficit)
Common stock, $0.001 par value	(62)
Additional paid-in-capital	(5,000,777)
Accumulated deficit	(1,156,441)
Total stockholders' equity (deficit)	(6,157,280)
Restated Adjusted Member
Revised Balance Sheet
Common stock subject to redemption	50,000,000
Stockholders' equity (deficit)
Common stock, $0.001 par value	171
Accumulated deficit	(1,157,441)
Total stockholders' equity (deficit)	$ (1,157,270)