Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 17, 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 | 001-40710 | |
Entity Registrant Name | Roth CH Acquisition IV Co | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3583873 | |
Entity Address, Address Line One | 888 San Clemente Drive, Suite 400 | |
Entity Address, City or Town | Newport Beach | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 720-5700 | |
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 | 14,836,500 | |
Entity Central Index Key | 0001855447 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | ROCG | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ROCGW | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | ROCGU | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
ASSETS | |||
Cash | $ 853,621 | $ 22,791 | |
Prepaid Expenses | 358,717 | ||
Total Current Assets | 1,212,338 | 22,791 | |
Deferred offering costs | 469 | ||
Marketable securities held in Trust Account | 116,729,617 | ||
TOTAL ASSETS | 117,941,955 | 23,260 | |
Current liabilities: | |||
Accrued expenses | 80,178 | 1,450 | |
Total Liabilities | 80,178 | 1,450 | |
Commitments (Note 7) | |||
Common stock subject to possible redemption; 11,500,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively | 116,725,000 | ||
Stockholder's Equity | |||
Common stock, $0.0001 par value; 50,000,000 shares authorized; 3,336,500 and 2,875,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020 (1), respectively | [1] | 334 | 288 |
Additional paid-in capital | 1,267,993 | 24,712 | |
Accumulated deficit | (131,550) | (3,190) | |
Total Stockholder's Equity | 1,136,777 | 21,810 | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 117,941,955 | $ 23,260 | |
[1] | Included up to 375,000 shares of common stock that were subject to forfeiture depending on the extent to which the over-allotment option was exercised in full or in part by the underwriters (see Note 6). On August 10, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 4). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 3,336,500 | 2,875,000 |
Common shares, shares outstanding | 3,336,500 | 2,875,000 |
Shares subject to forfeiture | 375,000 | |
Over-allotment option | ||
Shares subject to forfeiture | 375,000 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,500,000 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Formation and operational costs | $ 132,787 | $ 1,430 | $ 132,977 | $ 1,515 | |
Loss from operations | (132,787) | (1,430) | (132,977) | (1,515) | |
Other income (expense) : | |||||
Interest earned on marketable securities held in Trust Account | 6,456 | 6,456 | |||
Unrealized loss on marketable securities held in Trust Account | [1] | (1,839) | (1,839) | ||
Other income, net | 4,617 | 4,617 | |||
Net loss | $ (128,170) | $ (1,430) | $ (128,360) | $ (1,515) | |
Basic and diluted weighted average shares outstanding, common stock (in shares) | 2,875,000 | 2,875,000 | |||
Basic and diluted net loss per share, common stock (in dollars per share) | $ 0 | $ 0 | |||
Common stock subject to redemption | |||||
Other income (expense) : | |||||
Basic and diluted weighted average shares outstanding, common stock (in shares) | 6,375,000 | 2,148,352 | |||
Basic and diluted net loss per share, common stock (in dollars per share) | $ (0.01) | $ (0.03) | |||
Common stock not subject to redemption | |||||
Other income (expense) : | |||||
Basic and diluted weighted average shares outstanding, common stock (in shares) | 2,963,712 | 2,875,000 | 2,656,269 | 2,875,000 | |
Basic and diluted net loss per share, common stock (in dollars per share) | $ (0.01) | $ 0 | $ (0.03) | $ 0 | |
[1] | Excluded an aggregate of 375,000 shares of common stock that were subject to forfeiture depending on the extent to which the over-allotment option was exercised in full or part by the underwriters (see Note 6). On August 10, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 4). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021shares |
Shares subject to forfeiture | 375,000 |
Over-allotment option | |
Shares subject to forfeiture | 375,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2019 | $ 288 | $ 24,712 | $ (1,225) | $ 23,775 | |
Balance at the beginning (in shares) at Dec. 31, 2019 | [1] | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 0 | (85) | (85) | ||
Balance at the end at Mar. 31, 2020 | $ 288 | 24,712 | (1,310) | 23,690 | |
Balance at the beginning at Dec. 31, 2019 | $ 288 | 24,712 | (1,225) | 23,775 | |
Balance at the beginning (in shares) at Dec. 31, 2019 | [1] | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (1,515) | ||||
Balance at the end at Sep. 30, 2020 | $ 288 | 24,712 | (2,740) | 22,260 | |
Balance at the end (in shares) at Sep. 30, 2020 | [1] | 2,875,000 | |||
Balance at the beginning at Mar. 31, 2020 | $ 288 | 24,712 | (1,310) | 23,690 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 0 | 0 | |||
Balance at the end at Jun. 30, 2020 | $ 288 | 24,712 | (1,310) | 23,690 | |
Balance at the end (in shares) at Jun. 30, 2020 | [1] | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | 0 | (1,430) | (1,430) | ||
Balance at the end at Sep. 30, 2020 | $ 288 | 24,712 | (2,740) | 22,260 | |
Balance at the end (in shares) at Sep. 30, 2020 | [1] | 2,875,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 288 | 24,712 | (3,190) | 21,810 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 2,875,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (100) | (100) | |||
Balance at the end at Mar. 31, 2021 | $ 288 | 24,712 | (3,290) | 21,710 | |
Balance at the end (in shares) at Mar. 31, 2021 | [1] | 2,875,000 | |||
Balance at the beginning at Dec. 31, 2020 | $ 288 | 24,712 | (3,190) | 21,810 | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 2,875,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (128,360) | ||||
Balance at the end at Sep. 30, 2021 | $ 334 | 1,267,993 | (131,550) | 1,136,777 | |
Balance at the end (in shares) at Sep. 30, 2021 | 3,336,500 | ||||
Balance at the beginning at Mar. 31, 2021 | $ 288 | 24,712 | (3,290) | 21,710 | |
Balance at the beginning (in shares) at Mar. 31, 2021 | [1] | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (90) | (90) | |||
Balance at the end at Jun. 30, 2021 | $ 288 | 24,712 | (3,380) | 21,620 | |
Balance at the end (in shares) at Jun. 30, 2021 | 2,875,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Accretion for common stock to redemption amount | (3,371,673) | (3,371,673) | |||
Sale of 11,500,000 Units, net of underwriting discounts and offering expenses | $ 1,150 | 113,352,117 | $ 113,353,327 | ||
Sale of 11,500,000 Units, net of underwriting discounts and offering expenses (in shares) | 11,500,000 | 11,500,000 | |||
Common stock subject to redemption | $ (1,150) | (113,352,117) | $ (113,353,327) | ||
Common stock subject to redemption (in shares) | (11,500,000) | ||||
Sale of 461,500 Private Units | $ 46 | 4,614,954 | $ 4,615,000 | ||
Sale of 461,500 Private Units (in shares) | 461,500 | 461,500 | |||
Net loss | (128,170) | $ (128,170) | |||
Balance at the end at Sep. 30, 2021 | $ 334 | $ 1,267,993 | $ (131,550) | $ 1,136,777 | |
Balance at the end (in shares) at Sep. 30, 2021 | 3,336,500 | ||||
[1] | Included up to 375,000 shares of common stock that were subject to forfeiture depending on the extent to which the over-allotment option was exercised in full or in part by the underwriters (see Note 6). On August 10, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 4). |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares | Aug. 10, 2021 | Sep. 30, 2021 |
Shares subject to forfeiture | 375,000 | |
Sale of 461,500 Private Units (in shares) | 461,500 | |
Sale of 11,500,000 Units, net of underwriting discounts and offering expenses (in shares) | 11,500,000 | |
Over-allotment option | ||
Shares subject to forfeiture | 375,000 | |
Sale of 461,500 Private Units (in shares) | 1,500,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Cash Flows from Operating Activities: | ||||
Net loss | $ (128,360) | $ (1,515) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | $ (6,456) | (6,456) | ||
Unrealized gain on marketable securities held in Trust Account | [1] | 1,839 | 1,839 | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (358,717) | |||
Accounts payable and accrued expenses | 78,728 | (225) | ||
Net cash used in operating activities | (412,966) | (1,740) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (116,725,000) | |||
Net cash used in investing activities | (116,725,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 113,850,000 | |||
Proceeds from sale of Private Units | 4,615,000 | |||
Proceeds from promissory note - related party | 200,000 | |||
Repayment of promissory note - related party | (200,000) | |||
Payment of offering costs | (496,204) | |||
Net cash provided by financing activities | 117,968,796 | |||
Net Change in Cash | 830,830 | (1,740) | ||
Cash - Beginning of period | 22,791 | 25,000 | ||
Cash - End of period | $ 853,621 | 853,621 | $ 23,260 | |
Non-cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | 5,000 | |||
Initial classification of common stock subject to possible redemption | $ 116,725,000 | |||
[1] | Excluded an aggregate of 375,000 shares of common stock that were subject to forfeiture depending on the extent to which the over-allotment option was exercised in full or part by the underwriters (see Note 6). On August 10, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 4). |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Roth CH Acquisition IV Co. (the “Company”) was incorporated in Delaware on February 13, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All the Company’s activities through September 30, 2021 related to its formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to certain of the Company’s initial stockholders, generating gross proceeds of $4,615,000, which is described in Note 5. Transaction costs amounted to $1,646,673, consisting of $1,150,000 of underwriting fees, and $496,673 of other offering costs. Following the closing of the Initial Public Offering on August 10, 2021, an amount of $116,725,000 ($10.15 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”), located in the United States and will be held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of 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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 6), Private Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any 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 how or whether they vote on the proposed transaction. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until February 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private 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, 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. 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. In order to protect the amounts held in the Trust Account, certain of the Initial Stockholders have 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 amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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 Initial Stockholders 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 Initial Stockholders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses 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 and Capital Resources 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 statements. 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 for at least one year from the date that the financial statements were issued, and therefore substantial doubt has been alleviated. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on the Company’s financial position, results of operations and/or its search for a target company for a Business Combination, 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its common stock subject to possible redemption. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all shares of common stock subject to possible redemption, resulting in the common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital and common stock. The impact of the restatement on the Company’s financial statement is reflected in the following table: As Previously Balance Sheet as of August 10, 2021 (audited) Reported Adjustment As Restated Common stock subject to possible redemption $ 112,984,970 $ 3,740,030 $ 116,725,000 Common stock $ 370 $ (36) $ 334 Additional paid-in capital $ 5,007,987 $ (3,739,994) $ 1,267,993 Accumulated deficit $ (8,353) $ — $ (8,353) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (3,740,030) $ 1,259,974 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on August 6, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 11, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended) 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $1,646,673, which were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption right 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, at September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital. At September 30, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Common stocks issuance costs (1,646,673) Plus: Accretion of carrying value to redemption value 3,371,673 Common stock subject to possible redemption $ 116,725,000 Warrant Classification 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company’s has analyzed the Public Warrants and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2021 and 2020, respectively, primarily due to the valuation allowance recorded on the Company’s net operating losses. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 shares of common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (87,494) $ (40,676) $ (57,395) $ (70,695) Denominator: Basic and diluted weighted average shares outstanding 6,375,000 2,963,712 2,148,352 2,656,269 Basic and diluted net loss per common share $ (0.01) $ (0.01) $ (0.03) $ (0.03) Three Months Ended Nine Months Ended September 30,2020 September 30, 2020 Non-redeemable Non-redeemable common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,430) $ (1,515) Denominator: Basic and diluted weighted average shares outstanding 2,875,000 2,875,000 Basic and diluted net loss per common share $ (0.00) $ (0.00) 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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“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”) which simplifies accounting for convertible instruments by removing major separation models required under GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING On August 10, 2021, pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, certain of the Initial Stockholders purchased an aggregate of 461,500 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $4,615,000, in a private placement. Each Private Unit consists of one share of common stock (“Private Share”) and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In February 2019, an Initial Stockholder purchased an aggregate of 100 shares of the Company’s common stock for an aggregate price of $25,000. On June 29, 2020, the Company effected a stock dividend of 43,125 shares of common stock for each share of common stock outstanding, resulting in an aggregate of 4,312,500 shares of common stock being outstanding. On July 1, 2021, certain of the Initial Stockholders sold an aggregate of 1,490,874 shares of common stock to the Company for an aggregate purchase price of $8,643, of which 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464, resulting in an aggregate of 2,875,000 shares of common stock being outstanding (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are subject to forfeiture. The sale of the Founders Shares to certain of the Company’s officers, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 53,374 shares sold to the Company’s officer was $323,446, or $6.06 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. Stock-based compensation will be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of six months after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, six months after the completion of a Business Combination, or earlier, in either 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On March 3, 2021, the Company issued an unsecured promissory note to an Initial Stockholder (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $200,000. The Promissory Note was non-interest bearing and payable on the earlier of the consummation of the Initial Public Offering or the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding balance under the Promissory Note of $200,000 was repaid at the closing of the Initial Public Offering on August 10, 2021. Borrowings under Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders and certain of the Company’s officers and directors (or their affiliates) may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest. No Working Capital Loans were outstanding as of September 30, 2021 and December 31, 2020. Underwriting Agreement and Business Combination Marketing Agreement On August 5, 2021, the Company entered into an underwriting agreement and a business combination marketing agreement with Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”), the underwriters in the Initial Public Offering. The underwriters are related parties of the Company. See Note 7 for a discussion of the business combination marketing agreement. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 5, 2021, the holders of the Founder Shares, as well as the holders of the Private Units (and underlying securities), are entitled to registration rights. 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 Founder 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) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The 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. Notwithstanding the foregoing, the holders may not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of the Initial Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities. Business Combination Marketing Agreement Pursuant to a business combination marketing agreement entered into on August 5, 2021, the Company engaged Roth and Craig-Hallum, the underwriters in the Initial Public Offering, as advisors in connection with its Business Combination to assist in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, hold meetings with the stockholders to discuss the Business Combination and the target’s attributes, introduce the Company to potential investors to purchase its securities in connection with the Business Combination, assist in obtaining stockholder approval for the Business Combination, and assist with financial analysis, presentations, press releases and filings related to the Business Combination. The Company will pay Roth and Craig-Hallum a fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 4.5% of the gross proceeds of the Initial Public Offering, or $5,175,000. Roth and Craig-Hallum will not be entitled to such fee unless the Company consummates a Business Combination. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDER'S EQUITY | |
STOCKHOLDER'S EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Common Stock issued outstanding Warrants December 31, 2020 The Company will not issue fractional warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if the registration statement of which the prospectus for the Company’s Initial Public Offering forms a part is not available and a new registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days ' prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30- day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. Except with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 116,729,617 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on August 6, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 11, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Securities Exchange Act of 1934, as amended) 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption right 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, at September 30, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in a charge against additional paid-in capital. At September 30, 2021, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Common stocks issuance costs (1,646,673) Plus: Accretion of carrying value to redemption value 3,371,673 Common stock subject to possible redemption $ 116,725,000 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2021 and 2020, respectively, primarily due to the valuation allowance recorded on the Company’s net operating losses. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,980,750 shares of common stock in the aggregate. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (87,494) $ (40,676) $ (57,395) $ (70,695) Denominator: Basic and diluted weighted average shares outstanding 6,375,000 2,963,712 2,148,352 2,656,269 Basic and diluted net loss per common share $ (0.01) $ (0.01) $ (0.03) $ (0.03) Three Months Ended Nine Months Ended September 30,2020 September 30, 2020 Non-redeemable Non-redeemable common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,430) $ (1,515) Denominator: Basic and diluted weighted average shares outstanding 2,875,000 2,875,000 Basic and diluted net loss per common share $ (0.00) $ (0.00) |
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 Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“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”) which simplifies accounting for convertible instruments by removing major separation models required under GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of financial statements been restated | As Previously Balance Sheet as of August 10, 2021 (audited) Reported Adjustment As Restated Common stock subject to possible redemption $ 112,984,970 $ 3,740,030 $ 116,725,000 Common stock $ 370 $ (36) $ 334 Additional paid-in capital $ 5,007,987 $ (3,739,994) $ 1,267,993 Accumulated deficit $ (8,353) $ — $ (8,353) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (3,740,030) $ 1,259,974 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reconciliation of common stock subject to possible redemption | Gross proceeds $ 115,000,000 Less: Common stocks issuance costs (1,646,673) Plus: Accretion of carrying value to redemption value 3,371,673 Common stock subject to possible redemption $ 116,725,000 |
Schedule of calculation of basic and diluted net loss per common share | The following tables reflect the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Redeemable Non-redeemable Redeemable Non-redeemable common stock common stock common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (87,494) $ (40,676) $ (57,395) $ (70,695) Denominator: Basic and diluted weighted average shares outstanding 6,375,000 2,963,712 2,148,352 2,656,269 Basic and diluted net loss per common share $ (0.01) $ (0.01) $ (0.03) $ (0.03) Three Months Ended Nine Months Ended September 30,2020 September 30, 2020 Non-redeemable Non-redeemable common stock common stock Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,430) $ (1,515) Denominator: Basic and diluted weighted average shares outstanding 2,875,000 2,875,000 Basic and diluted net loss per common share $ (0.00) $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | September 30, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 116,729,617 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Aug. 10, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 461,500 | |||
Sale of Private Placement Warrants (in shares) | shares | 5,980,750 | 5,980,750 | ||
Proceeds from sale of Private Placement Warrants | $ 4,615,000 | |||
Transaction Costs | $ 1,646,673 | 1,646,673 | ||
Underwriting fees | 1,150,000 | 1,150,000 | ||
Other offering costs | 496,673 | 496,673 | ||
Cash held outside the Trust Account | 853,621 | 853,621 | $ 22,791 | |
Proceeds from Related Party Debt | $ 200,000 | |||
Condition for future business combination number of businesses minimum | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Redemption period upon closure | 10 days | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 11,500,000 | |||
Purchase price, per unit | $ / shares | $ 10.15 | |||
Proceeds from issuance initial public offering | $ 115,000,000 | |||
Payments for investment of cash in Trust Account | $ 116,725,000 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 461,500 | 461,500 | ||
Price of warrant | $ / shares | $ 10 | $ 10 | ||
Proceeds from sale of Private Placement Warrants | $ 4,615,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | shares | 1,500,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Aug. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Common stock subject to possible redemption | $ 116,725,000 | ||||||||||
Common stock | 334 | $ 334 | [1] | $ 288 | [1] | ||||||
Additional paid-in capital | 1,267,993 | 1,267,993 | 24,712 | ||||||||
Accumulated deficit | (8,353) | (131,550) | (3,190) | ||||||||
Total Stockholders' Equity (Deficit) | 1,259,974 | 1,136,777 | $ 21,620 | $ 21,710 | $ 21,810 | $ 22,260 | $ 23,690 | $ 23,690 | $ 23,775 | ||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | ||||||||||
Common Stock, Redemption Price Per Share | $ 10 | ||||||||||
As Previously Reported | |||||||||||
Common stock subject to possible redemption | 112,984,970 | ||||||||||
Common stock | 370 | ||||||||||
Additional paid-in capital | 5,007,987 | ||||||||||
Accumulated deficit | (8,353) | ||||||||||
Total Stockholders' Equity (Deficit) | 5,000,004 | ||||||||||
Adjustment | |||||||||||
Common stock subject to possible redemption | 3,740,030 | ||||||||||
Common stock | (36) | ||||||||||
Additional paid-in capital | (3,739,994) | ||||||||||
Total Stockholders' Equity (Deficit) | $ (3,740,030) | ||||||||||
[1] | Included up to 375,000 shares of common stock that were subject to forfeiture depending on the extent to which the over-allotment option was exercised in full or in part by the underwriters (see Note 6). On August 10, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture (see Note 4). |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Transaction Costs | 1,646,673 | 1,646,673 | |||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | ||
Federal depositary insurance coverage | $ 250,000 | $ 250,000 | |||
Deferred offering costs | $ 469 | ||||
Statutory tax rate (as a percent) | 21.00% | 21.00% | 21.00% | 21.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Aug. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Less: Common stocks issuance costs | $ 1,646,673 | $ 1,646,673 | |
Plus: Accretion of carrying value to redemption value | (3,371,673) | ||
Common stock subject to possible redemption | 116,725,000 | 116,725,000 | |
Initial Public Offering | |||
Gross proceeds | $ 115,000,000 | ||
Class A Common Stock Subject to Redemption | |||
Gross proceeds | 115,000,000 | ||
Less: Common stocks issuance costs | (1,646,673) | (1,646,673) | |
Plus: Accretion of carrying value to redemption value | 3,371,673 | ||
Common stock subject to possible redemption | $ 116,725,000 | $ 116,725,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic and diluted allocation of net loss, as adjusted | $ (1,430) | $ (1,515) | ||
Warrants are exercisable to purchase common stock (shares) | 5,980,750 | 5,980,750 | ||
Basic and diluted weighted average shares outstanding, common stock (in shares) | 2,875,000 | 2,875,000 | ||
Basic and diluted net loss per share, common stock (in dollars per share) | $ 0 | $ 0 | ||
Redeemable common stock | ||||
Basic and diluted allocation of net loss, as adjusted | $ (87,494) | $ (57,395) | ||
Basic and diluted weighted average shares outstanding, common stock (in shares) | 6,375,000 | 2,148,352 | ||
Basic and diluted net loss per share, common stock (in dollars per share) | $ (0.01) | $ (0.03) | ||
Non redeemable common stock | ||||
Basic and diluted allocation of net loss, as adjusted | $ (40,676) | $ (70,695) | ||
Basic and diluted weighted average shares outstanding, common stock (in shares) | 2,963,712 | 2,656,269 | ||
Basic and diluted net loss per share, common stock (in dollars per share) | $ (0.01) | $ (0.03) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Aug. 10, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 461,500 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 11,500,000 | |
Purchase price, per unit | $ 10.15 | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 1,500,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 5,980,750 | |
Aggregate purchase price | $ 4,615,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares per unit | 1 | |
Number of warrants per unit | 0.50 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 461,500 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 4,615,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jul. 01, 2021USD ($)$ / sharesshares | Jun. 29, 2020shares | Feb. 28, 2019USD ($)shares | Sep. 30, 2021D$ / sharesshares | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | |||||
Common shares, shares outstanding | 3,336,500 | 2,875,000 | |||
Percentage of transfer of founder shares with certain exceptions | 50.00% | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 100 | ||||
Aggregate purchase price | $ | $ 8,643 | $ 25,000 | |||
Number of shares cancelled | 1,437,500 | ||||
Share dividend | 43,125 | ||||
Common shares, shares outstanding | 2,875,000 | ||||
Aggregate number of shares owned | 4,312,500 | ||||
Shares subject to forfeiture | 1,490,874 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Percentage of transfer of remaining founder shares with certain exceptions | 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 | Officer | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 53,374 | ||||
Fair value upon the grant date | $ | $ 323,446 | ||||
Fair value upon the grant date (Per share) | $ / shares | $ 6.06 | ||||
Aggregate purchase price | $ | $ 464 | ||||
Founder Shares | Underwriter overallotment option was not exercised in full | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 375,000 | ||||
Founder Shares | Underwriter overallotment option exercised in full | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 0 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | Aug. 10, 2021 | Sep. 30, 2021 | Mar. 03, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Repayment of promissory note - related party | $ 200,000 | |||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 200,000 | |||
Promissory Note with Related Party | Initial Public Offering | ||||
Related Party Transaction [Line Items] | ||||
Repayment of promissory note - related party | $ 200,000 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
COMMITMENTS | |
Minimum period of piggy-back registration rights | 5 years |
Maximum period of piggy-back registration rights | 7 years |
Aggregate gross proceeds (as percentage) | 4.50% |
Amount of advisory fee payable | $ 5,175,000 |
STOCKHOLDER'S EQUITY - Common S
STOCKHOLDER'S EQUITY - Common Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 3,336,500 | 2,875,000 |
Common shares, shares outstanding (in shares) | 3,336,500 | 2,875,000 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,500,000 | 0 |
STOCKHOLDER'S EQUITY - Warrants
STOCKHOLDER'S EQUITY - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2021Ditem$ / sharesshares | Dec. 31, 2020shares | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 230,750 | 0 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 5,750,000 | 0 |
Warrants exercisable term from the completion of business combination | 30 days | |
Number of days of which warrants will not be effective from the date of business combination | 120 days | |
Public Warrants expiration term | 5 years | |
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 | |
Trading period after business combination used to measure dilution of warrant | item | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Public Warrants | Redemption of Warrants When the Price per Common Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Warrant redemption condition minimum share price | $ 18 | |
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 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Redemption period | 30 days |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Company's Assets that are Measured at Fair Value on a Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 116,729,617 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 116,729,617 |