Document and Entity Information
Document and Entity Information - shares | 8 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40870 | |
Entity Registrant Name | MOUNT RAINIER ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2029991 | |
Entity Address, Address Line One | 256 W. 38th Street, 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 212 | |
Local Phone Number | 785-4680 | |
Entity Current Reporting Status | No | |
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 | 22,158,700 | |
Entity Central Index Key | 0001854461 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Common Stock and one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one Redeemable Warrant | |
Trading Symbol | RNERU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RNER | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | RNERW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) |
ASSETS | |
Cash | $ 2,420,463 |
Deferred offering costs associated with public offering | 241,860 |
Total assets | 2,662,323 |
Current liabilities: | |
Accounts payable | 50,840 |
Advance from related party | 1,537,000 |
Related party promissory notes | 975,000 |
Accrued offering and formation costs | 80,500 |
Total current liabilities | 2,643,340 |
Total liabilities | 2,643,340 |
Commitments and Contingencies (Note 5) | |
Shareholder's Equity: | |
Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 issued and outstanding | 431 |
Additional paid-in capital | 24,569 |
Accumulated deficit | (6,017) |
Total Shareholder's Equity | 18,983 |
Total Liabilities and Shareholder's Equity | $ 2,662,323 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2021$ / sharesshares | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |
Common shares, shares authorized | 50,000,000 | [1] |
Common shares, shares issued | 4,312,500 | [2] |
Common shares, shares outstanding | 4,312,500 | [2] |
Over-allotment option | ||
Maximum Common Stock Shares Subject To Forfeiture | 562,500 | |
[1] | This number is retroactively adjusted for the shares of common stock authorized pursuant to the Company's Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State on October 4, 2021 (see Note 6). | |
[2] | This number includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4 and 6). |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
Formation costs | $ 4,617 | ||
General and administrative expenses | $ 1,400 | 1,400 | |
Net Loss | $ (1,400) | $ (6,017) | |
Weighted average shares outstanding of founder shares | [1] | 3,750,000 | 3,750,000 |
Basic and diluted net loss per founder share | $ 0 | $ 0 | |
[1] | This number excludes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021shares |
Over-allotment option | |
Maximum Common Stock Shares Subject To Forfeiture | 562,500 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | |
Balance at the beginning at Feb. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 10, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock to Sponsor | [1] | $ 431 | 24,569 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | [1] | 4,312,500 | |||
Net loss | (4,500) | (4,500) | |||
Balance at the end at Mar. 26, 2021 | $ 431 | 24,569 | (4,500) | 20,500 | |
Balance at the end (in shares) at Mar. 26, 2021 | 4,312,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (117) | (117) | |||
Balance at the end at Jun. 30, 2021 | $ 431 | 24,569 | (4,617) | 20,383 | |
Balance at the end (in shares) at Jun. 30, 2021 | 4,312,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (1,400) | (1,400) | |||
Balance at the end at Sep. 30, 2021 | $ 431 | $ 24,569 | $ (6,017) | $ 18,983 | |
Balance at the end (in shares) at Sep. 30, 2021 | 4,312,500 | ||||
[1] | Includes an aggregate of up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6) |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Sep. 30, 2021shares |
Over-allotment option | |
Maximum Common Stock Shares Subject To Forfeiture | 562,500 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ 6,017 |
Changes in operating assets and liabilities: | |
Accounts payable | 50,840 |
Accrued offering and formation costs | (161,360) |
Net cash used in operating activities | (116,537) |
Cash Flows from Financing Activities: | |
Advance from related party | 1,537,000 |
Proceeds from issuance of Related Party Promissory Notes | 975,000 |
Proceeds from issuance of Founder Shares to Sponsor | 25,000 |
Net cash provided by financing activities | 2,537,000 |
Net increase in cash | 2,420,463 |
Cash - beginning of period | 0 |
Cash - end of period | 2,420,463 |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs included in accrued offering and formation costs | $ 80,500 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Sep. 30, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Organization and General Mount Rainer Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 10, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering on October 7, 2021 (“Initial Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end. On October 7, 2021, the Company consummated the IPO of 17,250,000 units (the “Units”), including the full exercise of the over-allotment. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”) and one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase three-quarters ( 3/4 Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to DC Rainier SPV, LLC (the “Sponsor”) and the Company’s chief executive officer and chief financial officer, generating gross proceeds to the Company of $5,962,000, which is described in Note 4. Transaction costs amounted to $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. In addition, cash of $1,545,463 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. A total of $175,950,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by American Stock Transfer & Trust Company, acting as trustee (“Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Public Shares (as defined below) properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if it has not completed its initial Business Combination within 15 months from the closing of the IPO, subject to applicable law. 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 Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment Company Act"). The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Common Stock sold in the Initial Public Offering (the “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 Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. 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 Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders(as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the holders of the Founder Shares (the “initial stockholders”) have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation will provide 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 15% of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the "Combination Period") and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. 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 (except for the Company’s independent registered public accounting firm) 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 (a "Target"), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, our 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these condensed financial statements are issued and therefore substantial doubt has been alleviated. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 condensed 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. Warrant The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs associated with the Initial Public Offering 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. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs related to the offering that occurred on after the period end on October 7, 2021 amounted to $12,333,704, including $6,900,000 in deferred underwriting fees and $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 562,500 shares of Common Stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see notes 4 and 6). At September 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 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 September 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 is subject to income tax examinations by major taxing authorities since inception. The deferred tax assets and/or liabilities was deemed to be de minimis as of September 30, 2021. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements. Cash 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 $2,420,463 in cash and no cash equivalents as of September 30, 2021. |
Public Offering
Public Offering | 8 Months Ended |
Sep. 30, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | Note 3 — Public Offering Pursuant to the Initial Public Offering on October 7, 2021, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one Public Warrant. Each whole Public Warrant entitles the holder to purchase three-quarters ( 3/4 On October 7, 2021, the Sponsor, the Company’s chief executive officer and chief financial officer acquired 596,200 Units for an aggregate purchase price of $5,962,000. $3,450,000 of the $5,962,000 was invested in the Trust Account to meet the 102% redemption price of the IPO shares. The remaining cash was deposited in the Company’s operating account and used to pay off the promissory notes and future working capital expenditures. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | Note 4 — Related Party Transactions Founder Shares On March 26, 2021, the Sponsor, certain executive officers and directors of the Company and A.G.P./Alliance Global Partners (the “Representative”) acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 or $0.006 per share. Prior to the initial investment in the Company of $25,000, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the Initial Public Offering of Units of the Company did not fully exercise their over-allotment option. Related Party Loans On March 26, 2021, the Sponsor and executives agreed to loan the Company up to an aggregate total of $975,000 to be used for a portion of the expenses of the Initial Public Offering. The Company drew upon $975,000 under the promissory notes with the Sponsor and executives on March 26, 2021. These loans are non-interest bearing and were payable at the closing of the Initial Public Offering. The balance on the notes was outstanding as of September 30, 2021 and paid in full as of October 7, 2021 with the IPO. Related Party Advances In September 2021, the Sponsor, and the Company’s chief executive officer and chief financial officer advanced $1,537,000 to the Company in preparation for the Initial Public Offering on October 7, 2021. On October 7, 2021, the advance was used to purchase Private Placement Units and to repay the outstanding promissory notes above. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the founders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans. Administrative Services Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of the Company’s initial Business Combination. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying. |
Commitments and Contingencies
Commitments and Contingencies | 8 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement entered into on October 4, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement 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. Underwriting Agreement The Company paid an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, at the closing of the Initial Public Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering will be payable to the representative of the underwriters for services rendered in connection with the Business Combination. This business combination fee will become payable to representative of 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. In addition the Company provided 750,000 shares to the underwriter at the time of the Initial Public Offering at a fair value totaling $4,346,344. We accounted for the excess of the fair value of the 750,000 representative shares as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, these offering costs are charged to stockholders’ equity. |
Stockholders' Equity
Stockholders' Equity | 8 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | Note 6 — Stockholders’ Equity Common Stock outstanding Holders of the common shares will vote on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that holders of the common shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. Warrants th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, 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, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Common Stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants. Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00 : ● In whole and not in part; ● At a price of $0.01 per warrant; ● Upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if the last reported sale price of Common Stock 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 sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00 : ● in whole and not in part; ● at a price of $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 after receiving notice of redemption but prior to redemption and receive that number of common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock; ● if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of common stock shall mean the volume-weighted average price of Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Common Stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 7 — Subsequent Events Management has evaluated the impact of subsequent events through November 12, 2021, the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as described below: On October 7, 2021, the Company consummated its initial public offering (the “IPO”) of 17,250,000 Units, which includes the exercise in full of the underwriters’ option to purchase an additional 2,250,000 Units at the initial public offering price to cover over-allotments. See Note 3 for additional information. On October 7, 2021, simultaneously with the consummation of the IPO, the Company completed the sale of 596,200 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to the Sponsor, and the Company’s chief executive officer and chief financial officer. See Note 3 for additional information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. |
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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 condensed 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet. |
Warrant | Warrant The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. |
Deferred Offering Costs associated with the Initial Public Offering | Deferred Offering Costs associated with the Initial Public Offering 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. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs related to the offering that occurred on after the period end on October 7, 2021 amounted to $12,333,704, including $6,900,000 in deferred underwriting fees and $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 562,500 shares of Common Stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see notes 4 and 6). At September 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then 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. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 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 September 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 is subject to income tax examinations by major taxing authorities since inception. The deferred tax assets and/or liabilities was deemed to be de minimis as of September 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements. |
Cash | Cash 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 $2,420,463 in cash and no cash equivalents as of September 30, 2021. |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 07, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Cash held outside the Trust Account | $ 1,545,463 | |
Investment of cash in Trust Account | $ 175,950,000 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Business combination period | 15 months | |
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | |
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Threshold business days for redemption of public shares | 10 days | |
Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10.20 | |
Exercise price of warrants | $ 11.50 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering cost expense | $ 4,346,344 | $ 4,346,344 |
Price per share | $ 10.20 | |
Initial Public Offering | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 17,250,000 | |
Purchase price, per unit | $ 10 | |
Proceeds from issuance initial public offering | $ 172,500,000 | |
Transaction Costs | 12,333,704 | |
Deferred underwriting fee payable | 6,900,000 | |
Other offering costs | 1,087,360 | |
Payments for investment of cash in Trust Account | $ 3,450,000 | |
Initial Public Offering | Subsequent Event | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issuable per warrant | 0.75 | |
Exercise price of warrants | $ 11.50 | |
Private Placement | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 596,200 | |
Purchase price, per unit | $ 10 | |
Sale of Private Placement Warrants (in shares) | 596,200 | |
Price of warrant | $ 10 | |
Proceeds from sale of Private Placement Warrants | $ 5,962,000 | |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | 2,250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Oct. 07, 2021 | Sep. 30, 2021 |
Cash equivalents | $ 0 | |
Unrecognized tax benefits | 0 | |
Cash | 2,420,463 | |
Initial Public Offering | ||
Offering cost expense | $ 4,346,344 | $ 4,346,344 |
Over-allotment option | ||
Maximum Common Stock Shares Subject To Forfeiture | 562,500 | |
Subsequent Event | Initial Public Offering | ||
Offering costs | 12,333,704 | |
Other offering costs | 1,087,360 | |
Underwriting fees | $ 6,900,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Oct. 07, 2021 | Mar. 26, 2021 | [1] | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate purchase price | $ 5,962,000 | $ 25,000 | ||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ 10.20 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 17,250,000 | |||
Purchase price, per unit | $ 10 | |||
Percentage of Redemption price | 102.00% | |||
Payments for investment of cash in Trust Account | $ 3,450,000 | |||
Initial Public Offering | Subsequent Event | Sponsor, CEO and CFO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 596,200 | |||
Aggregate purchase price | $ 5,962,000 | |||
Initial Public Offering | Public Warrants | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 1 | |||
Number of shares issuable per warrant | 0.75 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 2,250,000 | |||
[1] | Includes an aggregate of up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6) |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Oct. 07, 2021 | Mar. 26, 2021 | Mar. 26, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ 5,962,000 | $ 25,000 | [1] | ||
Common shares, par value, (per share) | $ 0.0001 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Maximum Common Stock Shares Subject To Forfeiture | 562,500 | ||||
Founder Shares | Sponsor, CEO and CFO of the Company and A.G.P./Alliance Global Partners | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 4,312,500 | ||||
Aggregate purchase price | $ 25,000 | ||||
Common shares, par value, (per share) | $ 0.006 | $ 0.006 | |||
[1] | Includes an aggregate of up to 562,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Notes 4 and 6) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 8 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 26, 2021 | |
Sponsor, CEO and CFO | |||
Related Party Transaction [Line Items] | |||
Proceeds From Other Related Party Debt | $ 1,537,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 975,000 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 8 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Loss Contingencies [Line Items] | |
Underwriting cash discount per unit | $ / shares | $ 0.0333 |
Aggregate underwriter cash discount | $ 500,000 |
Initial Public Offering | |
Loss Contingencies [Line Items] | |
Additional fee as a percentage | 4.00% |
Over-allotment option | |
Loss Contingencies [Line Items] | |
Number of units issued | shares | 750,000 |
Fair value of shares issued | $ 4,346,344 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Shares (Details) | Sep. 30, 2021$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | [1] |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, shares issued (in shares) | 4,312,500 | [2] |
Common shares, shares outstanding (in shares) | 4,312,500 | [2] |
Over-allotment option | ||
Class of Stock [Line Items] | ||
Maximum Common Stock Shares Subject To Forfeiture | 562,500 | |
[1] | This number is retroactively adjusted for the shares of common stock authorized pursuant to the Company's Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State on October 4, 2021 (see Note 6). | |
[2] | This number includes an aggregate of up to 562,500 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4 and 6). |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 8 Months Ended |
Sep. 30, 2021$ / shares | |
Warrants | |
Class of Warrant or Right [Line Items] | |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants exercisable term after the completion of a business combination | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months |
Exercise price of warrants | $ 11.50 |
Public Warrants expiration term | 5 years |
Maximum period after business combination in which to file registration statement | 15 days |
Period of time within which registration statement is expected to become effective | 60 days |
Purchase price, per unit | $ 10.20 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
stock price trigger in redemption of warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price | 180.00% |
Warrant redemption price adjustment multiple | 0.361 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
stock price trigger in redemption of warrants (in dollars per share) | $ 10 |
Adjustment of exercise price of warrants based on market value and newly issued price | 100.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Oct. 07, 2021$ / sharesshares |
Initial Public Offering | |
Subsequent Event [Line Items] | |
Purchase price, per unit | $ / shares | $ 10 |
Number of units sold | 17,250,000 |
Private Placement | |
Subsequent Event [Line Items] | |
Purchase price, per unit | $ / shares | $ 10 |
Number of units sold | 596,200 |
Over-allotment option | |
Subsequent Event [Line Items] | |
Number of units sold | 2,250,000 |