Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2021 | Dec. 10, 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 | 001-40965 | |
Entity Registrant Name | LAVA MEDTECH ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2973712 | |
Entity Address, Address Line One | 303 Wyman Street, Suite 300 | |
Entity Address, City or Town | Waltham | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 781 | |
Local Phone Number | 530-3868 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001855450 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | |
Trading Symbol | LVACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the units | |
Trading Symbol | LVAC | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | LVACW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED BALANCE SHEET (UNAUDI
CONDENSED BALANCE SHEET (UNAUDITED) | Sep. 30, 2021USD ($) |
ASSETS | |
Deferred offering costs | $ 122,812 |
Total other assets | 122,812 |
TOTAL ASSETS | 122,812 |
CURRENT LIABILITIES | |
Accounts payable and accrued expenses | 6,150 |
Accrued offering costs | 5,000 |
Note payable - related party | 92,812 |
Total current liabilities | 103,962 |
TOTAL LIABILITIES | 103,962 |
COMMITMENTS AND CONTINGENCIES | |
STOCKHOLDER'S EQUITY | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 24,713 |
Accumulated deficit | (6,150) |
TOTAL STOCKHOLDER'S EQUITY | 18,850 |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | 122,812 |
Class A Common Stock | |
STOCKHOLDER'S EQUITY | |
Common stock | 0 |
Class B Common Stock | |
STOCKHOLDER'S EQUITY | |
Common stock | $ 287 |
CONDENSED BALANCE SHEET (UNAU_2
CONDENSED BALANCE SHEET (UNAUDITED) (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 10,000,000 |
Common shares, shares issued | 2,875,000 |
Common shares, shares outstanding | 2,875,000 |
Shares subject to forfeiture | 375,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 5,150 | $ 6,150 |
Total expenses | 5,150 | 6,150 |
Other income: | ||
NET LOSS | $ (5,150) | $ (6,150) |
Weighted Average Number of Shares Outstanding, Basic | 2,500,000 | 2,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | 2,500,000 | 2,500,000 |
Basic net loss per common share | $ 0 | $ 0 |
Diluted net loss per common share | $ 0 | $ 0 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) | Sep. 30, 2021shares |
Class B Common Stock | |
Shares subject to forfeiture | 375,000 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at the beginning at Mar. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B common stock to Sponsors | $ 0 | $ 287 | 24,713 | 0 | 25,000 |
Issuance of Class B common stock to Sponsors (in shares) | 0 | 2,875,000 | |||
Net loss | $ 0 | $ 0 | 0 | (1,000) | (1,000) |
Balance at the end at Jun. 30, 2021 | $ 0 | $ 287 | 24,713 | (1,000) | 24,000 |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | $ 0 | 0 | (5,150) | (5,150) |
Balance at the end at Sep. 30, 2021 | $ 0 | $ 287 | $ 24,713 | $ (5,150) | $ 18,850 |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 2,875,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) (Parenthetical) | Sep. 30, 2021shares |
Class B Common Stock | |
Shares subject to forfeiture | 375,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) | 6 Months Ended |
Sep. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (6,150) |
Changes in operating assets and liabilities: | |
Accounts payable and accrued expenses | 6,150 |
Net cash flows used in operating activities | 0 |
NET CHANGE IN CASH | 0 |
CASH, BEGINNING OF PERIOD | 0 |
CASH, END OF PERIOD | 0 |
Supplemental disclosure of noncash activities: | |
Payment of deferred offering costs by note payable - related party | 92,812 |
Deferred offering costs included in accrued offering costs | 5,000 |
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 6 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 LAVA Medtech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 31, 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 not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company's formation and Initial Public Offering (“IPO”), which is described below. The registration statement for the Company’s IPO was declared effective on October 26, 2021. On October 29, 2021, the Company consummated the IPO of 10,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $100,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,500,000 private placement warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, LAVA Medtech Sponsor LP (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4. Offering costs for the IPO amounted to $5,955,330, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $455,330 of other costs. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by April 29, 2023, subject to the terms of the underwriting agreement. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its over-allotment option (“Over-allotment Units”), generating additional gross proceeds of $15,000,000 and incurring additional offering costs of $825,000 in underwriting fees all of which is deferred until completion of the Company’s Business Combination. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 675,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $675,000. Following the closing of the IPO and exercise of the over-allotment, $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, 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. There is no assurance the Company will be able to successfully effect a Business Combination. Note 1 – Description of Organization and Business Operations (continued) The Company will provide the 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 $10.25 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. Note 1 – Description of Organization and Business Operations (continued) If the Company is unable to complete a Business Combination by April 29, 2023, 18 months from the closing of the IPO (“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 if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should 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 its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 U.S. 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 prospectus for its Initial Public Offering as filed with the SEC on October 28, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on November 4, 2021. The interim results for the three months ended September 30, 2021 and for the period from March 31, 2021 (inception) through 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. Note 2 — Summary of Significant Accounting Policies (continued) Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 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. 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. Deferred Offering Costs Deferred offering costs will consist of direct costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. 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 Deposit Insurance Corporation 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 account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Note 2 — Summary of Significant Accounting Policies (continued) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 for the period from March 31, 2021 (date of inception) to 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (such Class A common stock included in the Units being offered, the “Public Shares”), and one one |
Private Placement
Private Placement | 6 Months Ended |
Sep. 30, 2021 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement On October 29, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of 8,175,000 Private Placement Warrants in a private placement transaction at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,175,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share.A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 31, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs on the Company’s behalf in consideration of 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”). The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial shareholders had agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Subsequent to September 30, 2021, the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 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 at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On March 31, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). As of September 30, 2021, there was $92,812 in outstanding borrowings under the promissory note provided by our Sponsor. In addition, to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will 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. If 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 either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, no Working Capital Loans were outstanding. Support Services The Company will pay an affiliate of the Sponsor a fee of approximately $5,000 per month for office space and administrative support services following the consummation of the Proposed Public Offering until the earlier of the consummation of the Business Combination or liquidation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. On October 29, 2021, the underwriters elected to fully exercise the over-allotment option purchasing 1,500,000 Units. The underwriters were paid an underwriting discount of $0.20 per unit, or $2,300,000 in the aggregate upon the closing of the IPO and exercise of the over-allotment option. Additionally, the underwriters are entitled to $0.35 per unit, or $4,025,000 in the aggregate as a deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of the deferred underwriting commission may be allocated to third parties at the discretion of the Sponsor. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Sep. 30, 2021 | |
Shareholder's Equity | |
Shareholder's Equity | Note 7 – Shareholder’s Equity Class A Common stock— outstanding Class B Common stock— Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock outstanding Note 7 – Shareholder’s Equity (continued) 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 a registration statement covering the shares of Common stock issuable upon exercise of the Public Warrants is not effective within a specified period 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 the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants) as follows: ● 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, which we refer to as the “30-day redemption period”: and ● if, and only if, the last reported sale price (the “closing price”) of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) 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 Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. When the warrants become redeemable by the Company we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the private placement warrants will be redeemable by the Company so long as they are held by our sponsor or its permitted transferees. No fractional Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A common stock to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Stockholders’ Warrants” for additional information. 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. Note 7 – Shareholder’s Equity (continued) The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the shares of Common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, 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 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, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common stock or equity-linked securities. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Sep. 30, 2021 | |
Warrant Liabilities | |
Warrant Liabilities | Note 8—Warrant Liabilities The Company anticipates accounting for the 8,175,000 Private Placement Warrants as a liability. The Private Placement Warrants include a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares, this provision precludes the warrants from being indexed to the entity’s stock. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued and except as set forth below, has determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements. Following the closing of the IPO and exercise of over-allotment an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 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 (“U.S. 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 U.S. 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 prospectus for its Initial Public Offering as filed with the SEC on October 28, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on November 4, 2021. The interim results for the three months ended September 30, 2021 and for the period from March 31, 2021 (inception) through 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. Note 2 — Summary of Significant Accounting Policies (continued) Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 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. |
Emerging Growth Company | Note 2 — Summary of Significant Accounting Policies (continued) |
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. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs will consist of direct costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
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 Deposit Insurance Corporation 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 account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Note 2 — Summary of Significant Accounting Policies (continued) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 for the period from March 31, 2021 (date of inception) to 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Oct. 29, 2021USD ($)$ / sharesshares | Oct. 28, 2021USD ($)$ / shares | Mar. 31, 2021item | Sep. 30, 2021USD ($)$ / sharesMshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Offering costs | $ 5,955,330 | |||
Underwriting fees | 2,000,000 | |||
Deferred underwriting fee payable | 3,500,000 | |||
Other costs | $ 455,330 | |||
Purchase price, per unit | $ / shares | $ 10.25 | |||
Maturity term of U.S. government securities | 180 days | |||
Threshold minimum aggregate fair market value as a percentage of the net 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% | |||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||
Threshold percentage of public shares subject to redemption without company's prior written consent | 15.00% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||
Months to complete acquisition | M | 18 | |||
Threshold business days for redemption of public shares | 10 days | |||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 11,500,000 | |||
Share Price | $ / shares | $ 10 | |||
Initial Public Offering | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 10,000,000 | |||
Share Price | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 100,000,000 | |||
Proceeds from sale of initial public offering and warrants | $ 117,875,000 | |||
Purchase price, per unit | $ / shares | $ 10.25 | |||
Initial Public Offering | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of initial public offering and warrants | $ 117,875,000 | |||
Purchase price, per unit | $ / shares | $ 10.25 | |||
Private Placement | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 7,500,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of warrants | $ 7,500,000 | |||
Private Placement | Private Placement Warrants | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of warrants | $ 8,175,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 1,500,000 | |||
Proceeds from issuance initial public offering | $ 15,000,000 | |||
Underwriting fees | $ 825,000 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 675,000 | |||
Proceeds from sale of warrants | $ 675,000 | |||
Over-allotment option | Private Placement Warrants | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | shares | 8,175,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 30, 2021USD ($) |
Summary of Significant Accounting Policies | |
Cash equivalents | $ 0 |
Federal Depository Insurance Coverage | 250,000 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 11,500,000 |
Share Price | $ / shares | $ 10 |
Public Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants in a unit | 0.5 |
Number of shares issuable per warrant | 0.75 |
Exercise price of warrants | $ / shares | $ 11.50 |
Class A Common Stock | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares in a unit | 1 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants - USD ($) | Oct. 29, 2021 | Sep. 30, 2021 |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 675,000 | |
Aggregate purchase price | $ 675,000 | |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 8,175,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 7,500,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 7,500,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private Placement | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 1 | |
Aggregate purchase price | $ 8,175,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2021D$ / sharesshares |
Related Party Transaction [Line Items] | ||
Consideration received | $ | $ 25,000 | |
Consideration received per share | $ 0.009 | |
Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Common shares, par value, (per share) | $ 0.0001 | |
Shares subject to forfeiture | shares | 375,000 | |
Founder Shares | Sponsor | ||
Related Party Transaction [Line Items] | ||
Shares subject to forfeiture | shares | 375,000 | |
Founder Shares | Sponsor | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | shares | 2,875,000 | |
Common shares, par value, (per share) | $ 0.0001 | |
Restrictions on transfer period of time after business combination completion | 1 year | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||
Expenses per month | $ 5,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Repayment of promissory note - related party | $ 92,812 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 2,000,000 | $ 2,000,000 | |
Related Party Loans | Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1 | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Oct. 29, 2021 | Sep. 30, 2021 |
Additional units sold of shares | 1,500,000 | |
Deferred underwriting per unit | $ 0.35 | |
Aggregate deferred underwriting commissions | $ 4,025,000 | |
Underwriting discount per unit | $ 0.20 | |
Aggregate underwriter discount | $ 2,300,000 | |
Subsequent Event | ||
Additional units sold of shares | 1,500,000 |
Shareholder's Equity - Common S
Shareholder's Equity - Common Stock Shares (Details) | Sep. 30, 2021Vote$ / sharesshares |
Class A Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 |
Shares subject to forfeiture | 375,000 |
Aggregated shares issued upon converted basis (in percent) | 20.00% |
Shareholder's Equity - Preferre
Shareholder's Equity - Preferred Stock Shares (Details) | Sep. 30, 2021shares |
Shareholder's Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholder's Equity - Warrants
Shareholder's Equity - Warrants (Details) | 6 Months Ended |
Sep. 30, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Threshold consecutive trading days for redemption of public warrants | D | 20 |
Share Price Trigger Used To Measure Dilution of Warrant | $ 9.20 |
Percentage Of Gross Proceeds On Total Equity Proceeds | 60.00% |
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Prices | 115.00% |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Redemption price per public warrant (in dollars per share) | 0.01 |
Warrant redemption condition minimum share price | $ 18 |
Redemption period | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants expiration term | 5 years |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | Sep. 30, 2021shares |
Public Warrants | |
Warrants outstanding | 8,175,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) | Oct. 28, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Purchase price, per unit | $ 10.25 | |
Subsequent Event | Initial Public Offering | ||
Subsequent Event [Line Items] | ||
Purchase price, per unit | $ 10.25 | |
Proceeds from sale of initial public offering and warrants | $ 117,875,000 |