Accretion Acquisition (ENER) 10-Q 6 Dec 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	7 Months Ended
	Sep. 30, 2021	Dec. 06, 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	001-40940
Entity Registrant Name	ACCRETION ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2332228
Entity Address, Address Line One	240 Saint Paul, Suite 502
Entity Address, City or Town	Denver
Entity Address State Or Province	CO
Entity Address, Postal Zip Code	80206
City Area Code	720
Local Phone Number	328-5070
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		25,995,000
Entity Central Index Key	0001855555
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	true
Units, each consisting of one share of common stock, one right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock, one right entitling the holder to receive one-tenth of one share of common stock
Trading Symbol	ENERU
Security Exchange Name	NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ENER
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination
Document Information [Line Items]
Title of 12(b) Security	Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination
Trading Symbol	ENERR
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	ENERW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Sep. 30, 2021USD ($)
Assets
Cash	$ 71,289
Subscription receivable	100
Total Current Assets	71,389
Deferred offering costs associated with initial public offering	380,863
Total Assets	452,252
Current Liabilities
Promissory note - related party	150,000
Accrued expenses	278,031
Total Current Liabilities	428,031
Commitments and Contingencies
Stockholders' Equity
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,295,000 shares issued and outstanding	5,295	[1],[2],[3]
Additional paid-in capital	1,720,285
Accumulated deficit	(1,701,359)
Total Stockholders' Equity	24,221
Total Liabilities and Stockholders' Equity	$ 452,252
[1]	Includes 120,000 EBC Founder Shares.
[2]	On October 20, 2021, the Company effected a dividend of 882,500 shares of common stock, which resulted in an aggregate of 5,295,000 shares of common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[3]	This number includes up to 675,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters fully exercised the over-allotment option on October 27, 2021. As a result, these 675,000 Founder Shares are no longer subject to forfeiture (see Note 7).

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Oct. 27, 2021	Oct. 20, 2021	Sep. 30, 2021	Sep. 30, 2021
Common shares, par value, (per share)			$ 0.001	$ 0.001
Common shares, shares authorized			50,000,000	50,000,000
Common shares, shares issued			5,295,000	5,295,000
Common shares, shares outstanding		5,295,000	5,295,000	5,295,000
Number of common stock subject to forfeiture				675,000
Number of EBC Founder Shares				120,000
Number of shares issued as dividend		882,500
Over-allotment option
Number of common stock subject to forfeiture			675,000	675,000
Number of common stock not subject to forfeiture	675,000
Number of EBC Founder Shares				120,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended	7 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
CONDENSED STATEMENTS OF OPERATIONS
Formation costs			$ 1,359
Stock-based compensation		$ 1,700,000	1,700,000
Net loss		$ (1,700,000)	$ (1,701,359)
Weighted Average Number of Shares Outstanding, Basic	[1],[2],[3]	4,620,000	4,594,884
Weighted Average Number of Shares Outstanding, Diluted	[1],[2],[3]	4,620,000	4,594,884
Basic net loss per common share		$ (0.37)	$ (0.37)
Diluted net loss per common share		$ (0.37)	$ (0.37)
[1]	Includes 120,000 EBC Founder Shares.
[2]	On October 20, 2021, the Company effected a dividend of 882,500 shares of common stock, which resulted in an aggregate of 5,295,000 shares of common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[3]	This number includes up to 675,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters fully exercised the over-allotment option on October 27, 2021. As a result, these 675,000 Founder Shares are no longer subject to forfeiture (see Note 7).

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Oct. 27, 2021	Oct. 20, 2021	Sep. 30, 2021	Sep. 30, 2021
Number of common stock subject to forfeiture				675,000
Number of EBC Founder Shares				120,000
Number of shares issued as dividend		882,500
Common shares, shares outstanding		5,295,000	5,295,000	5,295,000
Over-allotment option
Number of common stock subject to forfeiture			675,000	675,000
Number of common stock not subject to forfeiture	675,000
Number of EBC Founder Shares				120,000

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 25, 2021		$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 25, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor	[1],[2]	$ 5,175	19,825	0	25,000
Issuance of common stock to Sponsor (in shares)	[1],[2]	5,175,000
Net loss			0	(1,359)	(1,359)
Balance at the end at Apr. 08, 2021		$ 5,175	19,825	(1,359)	23,641
Balance at the end (in shares) at Apr. 08, 2021		5,175,000
Balance at the beginning at Feb. 25, 2021		$ 0	0	0	$ 0
Balance at the beginning (in shares) at Feb. 25, 2021		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of EBC Founder Shares (in shares)					120,000
Net loss					$ (1,701,359)
Balance at the end at Sep. 30, 2021		$ 5,295	1,720,285	(1,701,359)	24,221
Balance at the end (in shares) at Sep. 30, 2021		5,295,000
Balance at the beginning at Apr. 08, 2021		$ 5,175	19,825	(1,359)	23,641
Balance at the beginning (in shares) at Apr. 08, 2021		5,175,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of EBC Founder Shares		$ 120	460	0	580
Issuance of EBC Founder Shares (in shares)		120,000
Net loss			0	0
Balance at the end at Jun. 30, 2021		$ 5,295	20,285	(1,359)	24,221
Balance at the end (in shares) at Jun. 30, 2021		5,295,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Transfer of Founder Shares to Independent Directors			1,700,000	0	1,700,000
Net loss			0	(1,700,000)	(1,700,000)
Balance at the end at Sep. 30, 2021		$ 5,295	$ 1,720,285	$ (1,701,359)	$ 24,221
Balance at the end (in shares) at Sep. 30, 2021		5,295,000
[1]	On October 20, 2021, the Company effected a dividend of 882,500 shares of common stock, which resulted in an aggregate of 5,295,000 shares of common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	This number includes up to 675,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters fully exercised the over-allotment option on October 27, 2021. As a result, these 675,000 Founder Shares are no longer subject to forfeiture (see Note 7).

CONDENSED STATEMENTS OF CHANG_2

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	Oct. 27, 2021	Oct. 20, 2021	Sep. 30, 2021	Sep. 30, 2021
Number of common stock subject to forfeiture				675,000
Number of shares issued as dividend		882,500
Common shares, shares outstanding		5,295,000	5,295,000	5,295,000
Over-allotment option
Number of common stock not subject to forfeiture	675,000
Number of common stock subject to forfeiture			675,000	675,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	7 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (1,701,359)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,700,000
Changes in operating assets and liabilities:
Accrued expenses	1,359
Net cash used in operating activities	0
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor	25,000
Proceeds from promissory note - related party	150,000
Payment of offering costs	(103,711)
Net cash provided by financing activities	71,289
Net change in cash:	71,289
Cash - Beginning (inception)	0
Cash - Ending	71,289
Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs included in accrued expenses	276,672
Deferred offering costs paid through promissory note - related party	91,211
Issuance of EBC Founder Shares	$ 580

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	7 Months Ended
	Sep. 30, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Accretion Acquisition Corp. (the “Company”) was incorporated in Delaware on February 26, 2021. The Company was formed for the purpose of entering into 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 sector for purposes of consummating a Business Combination, however, the Company intends to concentrate its efforts to focus identifying businesses in the upstream energy industry or in related businesses in the midstream, services, software or commodity risk management sectors. 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 for the period from February 26, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2021. On October 25, 2021, the Company closed its Initial Public Offering of 18,000,000 units at $10.00 per unit (the “Units” and, with respect to the shares of common stock included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale of 7,300,000 warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to our sponsor, Accretion Acquisition Sponsor, LLC (the “Sponsor”) that closed simultaneously with the closing of the Initial Public Offering (as described in Note 4). The Company has listed the Units on the Nasdaq Global Market (“Nasdaq”). Transaction costs amounted to $10.60 million consisting of $3.60 million in cash of underwriting commissions, $6.30 million of deferred underwriting commissions and $0.70 million of other offering costs. In addition, cash of $1.08 million was held outside of the Trust Account (as defined below) and is available for working capital purposes. 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 Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below, net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering on October 25, 2021, the Company deposited $181.80 million ($10.10 per Unit) from the proceeds of the Initial Public Offering in the trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (CONTINUED) On October 27, 2021, the underwriters exercised their over-allotment option in full (see Note 6), according to which, on October 28, 2021, the Company consummated the sale of an additional 2,700,000 Units, at $10.00 per Unit, and the sale of an additional 810,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $27.81 million. The proceeds from the sale of the additional Units were deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209.07 million. 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 $10.10 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 Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other 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 prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder 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 stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares (as defined in Note 5) and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (CONTINUED) The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined in Note 5) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, provided that such indemnity will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 statement. The Company has since competed 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 re-evaluated 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 statement was issued, and therefore substantial doubt has been alleviated. NOTE 1 ─ ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (CONTINUED) Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	7 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 (“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 audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on October 25, 2021, and October 22, 2021, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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 had $71,289 in cash and no cash equivalents as of September 30, 2021. Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company had deferred offering costs of $0.38 million as of September 30, 2021. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares of common stock at September 30, 2021 were reduced for the effect of an aggregate of 675,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $0.25 million. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of September 30, 2021. Deferred tax assets were deemed to be de minimis as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from February 26, 2021 (inception) through September 30, 2021. Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Public Warrants (defined in Note 3) do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. In addition to the 16,300,000 warrants (representing 9,000,000 Public Warrants (as defined at Note 3) included in the units and 7,300,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 2,160,000 warrants (representing 1,350,000 Public Warrants (as defined at Note 3) included in the units and 810,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment option. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment. Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 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 and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Compensation expense related to the Founder Shares (see Note 5 below) transferred to the directors was recognized when the shares were transferred as all vesting conditions were met. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis. On February 26, 2021, the date of the Company’s inception, the Company adopted the new standard. 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 financial statement.

PUBLIC OFFERING

PUBLIC OFFERING	7 Months Ended
	Sep. 30, 2021
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 3 ─ PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right (“Public Right”) and one 1 On October 27, 2021, the underwriters fully exercised their over-allotment option and, on October 28, 2021, purchased an additional 2,700,000 Units, generating additional gross proceeds of approximately $27.00 million, and incurring additional cash underwriting commissions of approximately $0.54 million and deferred underwriting discount of approximately $0.95 million. In connection with the sale of Units pursuant to the over-allotment option, the Company sold an additional 810,000 Private Warrants to the Sponsor generating additional gross proceeds of approximately $0.81 million. A total of approximately $27.27 million of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $209.07 million.

PRIVATE WARRANTS

PRIVATE WARRANTS	7 Months Ended
	Sep. 30, 2021
PRIVATE WARRANTS
PRIVATE WARRANTS	NOTE 4 ─ PRIVATE WARRANTS Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,300,000 Private Warrants, generating gross proceeds of $7.30 million in aggregate in a private placement. Each Private Warrant is exercisable for one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). As a result of the underwriters’ election to fully exercise their over-allotment option on October 27, 2021, the Sponsor purchased an additional 810,000 Private Warrants, at a purchase price of $1.00 per Private Warrant. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	7 Months Ended
	Sep. 30, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 ─ RELATED PARTY TRANSACTIONS Founder Shares On April 7, 2021, the Sponsor purchased 4,312,500 shares of the Company’s common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. In September 2021, the Sponsor subsequently transferred an aggregate of 250,000 Founder Shares to the Company’s independent director nominees at the same price originally paid for such shares. The fair value of the 250,000 Founder Shares granted to the Company’s independent director nominees was $1.70 million or $6.80 per share, which was recorded as an expense in the statement of operations. In October 2021, the Company effected a dividend of 862,500 of the Company’s Founder Shares, which resulted in an aggregate of 5,175,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 675,000 shares of common stock subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. Founder Shares are subject to lock-up until the earlier of (A) 180 days after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On April 7, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $0.15 million. The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021, or the consummation of the Initial Public Offering. As of September 30, 2021, there was $0.15 million outstanding under the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private Warrants. 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. As of September 30, 2021, no Working Capital Loans were outstanding. NOTE 5 ─ RELATED PARTY TRANSACTIONS (CONTINUED) Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	7 Months Ended
	Sep. 30, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 ─ COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, EBC Founder Shares (as defined in Note 7), the Private Warrants, and any warrants that may be issued in payment of Working Capital Loans made to Company (and underlying securities) will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such 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 EBC Founder Shares and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of 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 liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.60 million in the aggregate payable upon the closing of the Initial Public Offering. $0.35 per unit, or $6.30 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On October 27, 2021, the underwriters fully exercised the over-allotment option. As a result, they were entitled to an additional underwriting discount of $0.54 million in cash, and a further deferred underwriting discount of $0.95 million.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	7 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 7 ─ STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. At September 30, 2021, there were 5,295,000 shares of common stock issued and outstanding NOTE 7 ─ STOCKHOLDERS’ EQUITY (Continued) Common Stock (Continued) Of the 5,295,000 shares of common stock outstanding, an aggregate of up to 675,000 shares were subject to forfeiture, to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming Sponsor does not purchase any Public Shares in the Initial Public Offering). As of October 27, 2021, as a result of the underwriters’ full exercise of the over-allotment option, no share of common stock was available for forfeiture. Rights Each holder of a right will receive one-tenth one-tenth 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Public Warrants will become exercisable at any time commencing 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. NOTE 7 ─ STOCKHOLDERS’ EQUITY (Continued) Warrants (Continued) The Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans): ● 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 (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 - trading day period commencing at any time 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 the warrants. 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 upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. 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 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 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, 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 its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. NOTE 7 ─ STOCKHOLDERS’ EQUITY (Continued) EBC Founder Shares In April 2021, the Company issued to EarlyBirdCapital and its designees 100,000 shares of common stock (the “EBC Founder Shares”) at $0.001 per share. The Company accounted for the EBC Founder Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of EBC Founder Shares to be $580 based upon the price of the Founder Shares issued to the Sponsor. In October 2021, the Company effected a dividend of 20,000 of the Company’s EBC Founder Shares, which resulted in an aggregate of 120,000 EBC Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. The holders of the EBC Founder Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	7 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 — 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. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Subscription receivable of $100 was received on October 27, 2021. On October 25, 2021, the Company closed its Initial Public Offering of 18,000,000 Units, which is discussed in Note 3 and the sale of 7,300,000 Private Warrants at a price of $1.00 per Private Warrant in a private placement to the Sponsor that closed simultaneously with the closing of the Initial Public Offering (as described in Note 4). On October 27, 2021, the underwriters fully exercised their over-allotment option and, on October 28, 2021, purchased an additional 2,700,000 Units, generating additional gross proceeds of approximately $27.00 million, and incurring additional cash underwriting commissions of approximately $0.54 million and deferred underwriting discount of approximately $0.95 million. In connection with the sale of Units pursuant to the over-allotment option, the Company sold an additional 810,000 Private Warrants to the Sponsor generating additional gross proceeds of approximately $0.81 million. A total of approximately $27.27 million of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $209.07 million. As a result of the underwriters’ full exercise of the over-allotment option, no share of common stock is available for forfeiture.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	7 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 audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on October 25, 2021, and October 22, 2021, respectively.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 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 statement 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ 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 had $71,289 in cash and no cash equivalents as of September 30, 2021.
Deferred Offering Costs Associated with the Initial Public Offering	Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company had deferred offering costs of $0.38 million as of September 30, 2021.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares of common stock at September 30, 2021 were reduced for the effect of an aggregate of 675,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $0.25 million. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. There were no unrecognized tax benefits as of September 30, 2021. Deferred tax assets were deemed to be de minimis as of September 30, 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 at September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from February 26, 2021 (inception) through September 30, 2021.
Warrants	Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Public Warrants (defined in Note 3) do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. In addition to the 16,300,000 warrants (representing 9,000,000 Public Warrants (as defined at Note 3) included in the units and 7,300,000 Private Warrants) issued by the Company at the close of the Initial Public Offering, a further 2,160,000 warrants (representing 1,350,000 Public Warrants (as defined at Note 3) included in the units and 810,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the over-allotment option. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment.
Stock-Based Compensation Expense	Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 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 and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Compensation expense related to the Founder Shares (see Note 5 below) transferred to the directors was recognized when the shares were transferred as all vesting conditions were met.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis. On February 26, 2021, the date of the Company’s inception, the Company adopted the new standard. 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 financial statement.

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Details)		Oct. 28, 2021USD ($)$ / sharesshares	Oct. 25, 2021USD ($)$ / sharesshares	Apr. 07, 2021USD ($)	Apr. 08, 2021USD ($)	Sep. 30, 2021USD ($)$ / sharesitemshares	Oct. 27, 2021$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Issue price per share | $ / shares						$ 10
Transaction Costs						$ 10,600,000
Underwriting commissions						3,600,000
Deferred underwriting commissions						6,300,000
Other offering costs						700,000
Cash held outside of the Trust Account						$ 1,080,000
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account						80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination						50.00%
Aggregate purchase price	[1],[2]				$ 25,000
Proceeds from Related Party Debt						$ 150,000
Condition for future business combination threshold Net Tangible Assets						$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						100.00%
Months to complete acquisition | item						18
Redemption period upon closure						10 days
Maximum Allowed Dissolution Expenses						$ 100,000
Subsequent event
Subsidiary, Sale of Stock [Line Items]
Deposit of cash in the trust account			$ 181,800,000
Payments for investment of cash in Trust Account		$ 209,070,000
Gross proceeds from issuance of warrants		27,810,000
Payments for investment of cash in Trust Account		$ 209,070,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Warrants (in shares) | shares							810,000
Exercise price of warrants | $ / shares							$ 1
Gross proceeds from issuance of warrants			$ 7,300,000
Private Placement Warrants | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Sale of Private Warrants (in shares) | shares			7,300,000
Price of warrant | $ / shares			$ 1
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Share price | $ / shares						$ 9.20
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Issue price per share | $ / shares						$ 10.10
Initial Public Offering | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares			18,000,000
Issue price per share | $ / shares			$ 10
Share price | $ / shares			10.10
Initial Public Offering | Private Placement Warrants | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			1
Initial Public Offering | Public Warrants | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants | $ / shares			11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares			$ 11.50
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Warrants (in shares) | shares			7,300,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares						2,700,000
Over-allotment option | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		2,700,000
Issue price per share | $ / shares		$ 10
Sale of Private Warrants (in shares) | shares		810,000
Payments for investment of cash in Trust Account		$ 27,270,000
Exercise price of warrants | $ / shares		$ 1
Gross proceeds from issuance of warrants		$ 810,000
Payments for investment of cash in Trust Account		$ 27,270,000
Sponsor
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price				$ 25,000
[1]	On October 20, 2021, the Company effected a dividend of 882,500 shares of common stock, which resulted in an aggregate of 5,295,000 shares of common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	This number includes up to 675,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters fully exercised the over-allotment option on October 27, 2021. As a result, these 675,000 Founder Shares are no longer subject to forfeiture (see Note 7).

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	7 Months Ended
	Sep. 30, 2021USD ($)shares
Cash | $	$ 0
Cash equivalents | $	71,289
Unrecognized tax benefits | $	0
Unrecognized tax benefits accrued for interest and penalties | $	0
Federal depository insurance coverage corporation limit | $	$ 250,000
Anti-dilutive securities attributable to warrants (in shares)	675,000
Offering costs | $	$ 380,000
Initial Public Offering
Warrants issued	16,300,000
Over-allotment option
Warrants issued	2,160,000
Private Placement Warrants | Initial Public Offering
Warrants issued	7,300,000
Private Placement Warrants | Over-allotment option
Warrants issued	810,000
Public Warrants | Initial Public Offering
Warrants issued	9,000,000
Public Warrants | Over-allotment option
Warrants issued	1,350,000

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) $ / shares in Units, $ in Thousands	Oct. 28, 2021USD ($)$ / sharesshares	Oct. 25, 2021$ / sharesshares	Sep. 30, 2021$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares			$ 10
Number of Shares Converted for Each Right			0.1
Subsequent event
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants | $	$ 27,810
Payments for investment of cash in Trust Account | $	$ 209,070
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares			$ 10.10
Initial Public Offering | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares		18,000,000
Purchase price, per unit | $ / shares		$ 10
Number of Shares Converted for Each Right		0.1
Initial Public Offering | Public Warrants | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit | shares		1
Number of warrants in a unit | shares		0.5
Number of shares issuable per warrant | shares		1
Exercise price of warrants | $ / shares		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares			2,700,000
Over-allotment option | Subsequent event
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	2,700,000
Purchase price, per unit | $ / shares	$ 10
Exercise price of warrants | $ / shares	$ 1
Proceeds From Sale Of Units | $	$ 27,000
Deferred underwriting commissions | $	$ 950
Sale of Private Warrants (in shares) | shares	810,000
Proceeds from sale of Private Placement Warrants | $	$ 810
Payments for investment of cash in Trust Account | $	27,270
Cash Compensation Noncurrent | $	$ 540

PRIVATE WARRANTS (Details)

PRIVATE WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 25, 2021	Oct. 27, 2021
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued		810,000
Gross proceeds from issuance of warrants	$ 7,300
Number of shares per warrant	1
Exercise price of warrant		$ 1
Private Placement
Subsidiary, Sale of Stock [Line Items]
Price of warrants	$ 11.50
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,300,000

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)		Oct. 20, 2021	Apr. 07, 2021	Oct. 31, 2021	Sep. 30, 2021	Apr. 08, 2021
Related Party Transaction [Line Items]
Aggregate purchase price	[1],[2]					$ 25,000
Share dividend		882,500
Common shares, shares outstanding (in shares)		5,295,000			5,295,000
Sponsor
Related Party Transaction [Line Items]
Number of shares issued			4,312,500
Aggregate purchase price			$ 25,000
Share dividend					250,000
Number of Shares Transferred					250,000
Fair Value of Shares Granted					$ 1,700,000
Fair Value per Share of Shares Granted					$ 6.80
Subsequent event | Sponsor
Related Party Transaction [Line Items]
Share dividend				862,500
Common shares, shares outstanding (in shares)				5,175,000
Lock In Period				180 days
Shares subject to forfeiture				675,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
[1]	On October 20, 2021, the Company effected a dividend of 882,500 shares of common stock, which resulted in an aggregate of 5,295,000 shares of common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).
[2]	This number includes up to 675,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters fully exercised the over-allotment option on October 27, 2021. As a result, these 675,000 Founder Shares are no longer subject to forfeiture (see Note 7).

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	7 Months Ended
	Sep. 30, 2021	Apr. 07, 2021
Related Party Transaction [Line Items]
Promissory note - related party	$ 150,000
Promissory Note with Related Party
Related Party Transaction [Line Items]
Repayment of promissory note - related party	150,000
Promissory note - related party		$ 150,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	$ 10,000
Number of Months for Payment	18 months
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Working capital loans	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Thousands	Oct. 27, 2021USD ($)	Sep. 30, 2021USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | item		2
Percentage of cash underwriting discount		0.20%
Underwriter cash discount	$ 540	$ 3,600
Additional deferred underwriting discount	$ 950
Deferred underwriting fees per share | $ / shares		$ 0.35
Deferred underwriting fee payable		$ 6,300
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of days granted options to purchase underwriter		45 days
Number of units sold | shares		2,700,000

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock (Details) - $ / shares	Oct. 27, 2021	Sep. 30, 2021	Oct. 20, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		50,000,000
Common shares, par value (in dollars per share)		$ 0.001
Common shares, shares issued (in shares)		5,295,000
Common shares, shares outstanding (in shares)		5,295,000	5,295,000
Number of common stock subject to forfeiture		675,000
Percentage of ownership of issued and outstanding common stock after Initial Public Offering beld by Sponsor		20.00%
Subsequent event
Class of Stock [Line Items]
Number of common stock subject to forfeiture	0

STOCKHOLDERS' EQUITY - Rights (

STOCKHOLDERS' EQUITY - Rights (Details)	7 Months Ended
	Sep. 30, 2021
STOCKHOLDERS' EQUITY
Number of shares converted for each Right	0.1

STOCKHOLDERS' EQUITY - Warrants

STOCKHOLDERS' EQUITY - Warrants (Details) - Public Warrants	7 Months Ended
	Sep. 30, 2021D$ / shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Issue price or effective issue price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold consecutive trading days for redemption of public warrants | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Redemption of Warrants When Price per Common Stock Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Trading days for redemption of public warrants	20 days
Redemption period	30 days
Threshold business days before sending notice of redemption to warrant holders | D	3

STOCKHOLDERS' EQUITY - EBC Foun

STOCKHOLDERS' EQUITY - EBC Founder Shares (Details) - USD ($)	Oct. 20, 2021	Oct. 31, 2021	Apr. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Number of EBC Founder Shares					120,000
Issue price per share					$ 10
Fair value of shares issued				$ 580
Number of shares issued as dividend	882,500
Common shares, shares outstanding (in shares)	5,295,000				5,295,000
EarlyBirdCapital
Class of Stock [Line Items]
Number of EBC Founder Shares			100,000
Issue price per share			$ 0.001
Fair value of shares issued			$ 580
Lock-up period					180 days
EarlyBirdCapital | Subsequent event
Class of Stock [Line Items]
Number of shares issued as dividend		20,000
Common shares, shares outstanding (in shares)		120,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 28, 2021	Oct. 27, 2021	Oct. 25, 2021	Sep. 30, 2021
Initial Public Offering
Subsequent Event [Line Items]
Warrants issued				16,300,000
Over-allotment option
Subsequent Event [Line Items]
Number of units sold				2,700,000
Warrants issued				2,160,000
Private Placement Warrants
Subsequent Event [Line Items]
Sale of Private Warrants (in shares)		810,000
Proceeds from sale of Private Placement Warrants			$ 7,300,000
Private Placement Warrants | Initial Public Offering
Subsequent Event [Line Items]
Warrants issued				7,300,000
Private Placement Warrants | Over-allotment option
Subsequent Event [Line Items]
Warrants issued				810,000
Subsequent event
Subsequent Event [Line Items]
Proceeds from sale of Private Placement Warrants	$ 27,810,000
Payments for investment of cash in Trust Account	$ 209,070,000
Amount of Subscription Receivable Received		$ 100
Subsequent event | Initial Public Offering
Subsequent Event [Line Items]
Number of units sold			18,000,000
Subsequent event | Over-allotment option
Subsequent Event [Line Items]
Number of units sold	2,700,000
Proceeds From Sale Of Units	$ 27,000,000
Cash Compensation Noncurrent	540,000
Deferred underwriting commissions	$ 950,000
Sale of Private Warrants (in shares)	810,000
Proceeds from sale of Private Placement Warrants	$ 810,000
Payments for investment of cash in Trust Account	$ 27,270,000
Subsequent event | Private Placement Warrants
Subsequent Event [Line Items]
Sale of Private Warrants (in shares)			7,300,000
Price of warrant			$ 1
Subsequent event | Private Placement Warrants | Initial Public Offering
Subsequent Event [Line Items]
Warrants issued			7,300,000
Price of warrant			$ 1