Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Schedule of Capitalization, Equity [Line Items] | ||
Entity Central Index Key | 0001856519 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40565 | |
Entity Registrant Name | G3 VRM ACQUISITION CORP. | |
Entity Incorporation State or Country Code | DE | |
Entity Tax Identification Number | 85-2202109 | |
Entity Address, Address Line One | 420 Boylston Street, Suite 302 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 531-9911 | |
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 | |
Common Class A [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,301,670 | |
Common Class B [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 | |
Rights [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | GGGVR | |
Name of Exchange on which Security is Registered | NASDAQ | |
Common Stock [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | GGGV | |
Name of Exchange on which Security is Registered | NASDAQ | |
Units [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | GGGVU | |
Name of Exchange on which Security is Registered | NASDAQ |
Balance Sheet - (Unaudited)
Balance Sheet - (Unaudited) | Jun. 30, 2021USD ($) |
ASSETS | |
Cash | $ 25,301 |
Prepaid expenses | 3,365 |
Deferred offering costs | 363,372 |
Total Assets | 392,038 |
Current liabilities - | |
Accounts Payable | 100,491 |
Related Party Payable | 268,309 |
Total Liabilities | 368,800 |
Commitments and contingencies | |
Stockholders' equity: | |
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, none issued and outstanding | |
Additional Paid-In-Capital | 24,712 |
Accumulated Deficit | (1,762) |
Total stockholders' equity | 23,238 |
Total liabilities and stockholders' equity | 392,038 |
Common Class A [Member] | |
Stockholders' equity: | |
Common Stock | |
Common Class B [Member] | |
Stockholders' equity: | |
Common Stock | $ 288 |
Balance Sheet - (Parenthetical)
Balance Sheet - (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 09, 2021 |
Preferred stock, par value per share | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common Class A [Member] | ||
Common Stock, par value per share | $ 0.0001 | |
Common Stock, shares authorized | 100,000,000 | |
Common Stock, shares issued | 0 | |
Common Stock, shares outstanding | 0 | |
Common Class B [Member] | ||
Common Stock, par value per share | $ 0.0001 | |
Common Stock, shares authorized | 20,000,000 | |
Common Stock, shares issued | 2,875,000 | 2,875,000 |
Common Stock, shares outstanding | 2,875,000 |
Statements of Operations - (Una
Statements of Operations - (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Expenses: | |||
Formation and operating costs | $ 1,762 | $ 1,762 | |
Net Loss | $ (1,762) | $ (1,762) | |
Weighted average shares of common stock outstanding - basic and diluted | [1] | 2,500,000 | 2,140,152 |
Net loss per share of common stock - basic and diluted | $ 0 | $ 0 | |
[1] | This number excludes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - (Unaudited) - USD ($) | Common Class A [Member] | Common Class B [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | |
Beginning balance at Feb. 18, 2021 | ||||||
Beginning balance, shares at Feb. 18, 2021 | ||||||
Issuance of Class B common stock to Sponsor | [1] | $ 288 | 24,712 | 25,000 | ||
Issuance of Class B common stock to Sponsor, shares | [1] | 2,875,000 | ||||
Net loss | ||||||
Ending balance at Mar. 31, 2021 | $ 288 | 24,712 | 25,000 | |||
Ending balance, shares at Mar. 31, 2021 | 2,875,000 | |||||
Beginning balance at Feb. 18, 2021 | ||||||
Beginning balance, shares at Feb. 18, 2021 | ||||||
Net loss | (1,762) | |||||
Ending balance at Jun. 30, 2021 | $ 288 | 24,712 | (1,762) | 23,238 | ||
Ending balance, shares at Jun. 30, 2021 | 2,875,000 | |||||
Beginning balance at Mar. 31, 2021 | $ 288 | 24,712 | 25,000 | |||
Beginning balance, shares at Mar. 31, 2021 | 2,875,000 | |||||
Net loss | (1,762) | (1,762) | ||||
Ending balance at Jun. 30, 2021 | $ 288 | $ 24,712 | $ (1,762) | $ 23,238 | ||
Ending balance, shares at Jun. 30, 2021 | 2,875,000 | |||||
[1] | This number excludes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
Statement of Cash Flows - (Unau
Statement of Cash Flows - (Unaudited) | 4 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,762) |
Adjustments to reconcile net loss to net cash used in operating activities | |
Prepaid expenses | 1,463 |
Net cash used in operating activities | (299) |
Cash flows from financing activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Advances from Sponsor | 600 |
Net cash provided by financing activities | 25,600 |
Net increase in cash | 25,301 |
Cash at beginning of period | |
Cash at end of period | 25,301 |
Supplemental disclosures: | |
Cash paid for interest | |
Cash paid for income taxes | |
Supplemental disclosure of noncash activities: | |
Deferred offering costs included in Accounts Payable | 100,491 |
Deferred offering costs and prepaid expenses included in Related Party Payable | $ 267,709 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: G3 VRM Acquisition Corp. (the “Company”) was incorporated in Delaware 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 has not selected any specific business-combination target and it has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly or indirectly, with any business-combination target. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) of units at $10.00 per unit (each, a “Unit” and collectively, the “Units”) described below. The Company will not generate any operating revenues until after completion of the 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’s ability to commence operations is contingent upon obtaining adequate financial resources through the Initial Public Offering, which is discussed in Note 3, and the sale of 569,410 units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to G3 VRM Holdings LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”) and Maxim Group LLC (“Maxim”) and their designees, that closed simultaneously with the Initial Public Offering. Each Unit consists of one share of Class A common stock, and one right to receive one-tenth (1/10) of one share of Class A common stock upon consummation of our initial Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating the Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into the Business Combination. However, the Company will only complete the Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect the Business Combination. Upon the closing of the Initial Public Offering, management has agreed that an aggregate of $10.15 per Unit sold in the Initial Public Offering will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of: (a) the completion of the Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. 5 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with the Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of the Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing) to consummate the Business Combination (the “Combination Period”). However, if the Company is unable to complete the Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in this registration statement of which this filing forms a part, and then seek to dissolve and liquidate. The Sponsor, officers, and directors have agreed: (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the Business Combination within the Combination Period. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement, or business-combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $10.15 per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) 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. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 6 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers 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 June 30, 2021. Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering have proven to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. 7 Recent Accounting Pronouncements 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 statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On July 6, 2021, the Company consummated the Initial Public Offering of 10,626,000 Units, including 626,000 Units pursuant to the partial exercise of the underwriter’s over-allotment option described below. Each Unit consists of one share of Class A common stock, $0.0001 par value, and one right (“Right”) to receive one-tenth (1/10) of a share of Class A common stock upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $106,260,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments. As of July 6, 2021, a total of $107,853,900 of the net proceeds from the Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneous with the closing of the Initial Public Offering on July 6, 2021, the Sponsor and Maxim and their designees purchased an aggregate of 569,410 units, of which Maxim and/or its designees have purchased 53,130 private placement units, at a price of $10.00 per unit, for an aggregate purchase price of $5,694,100. The Private Placement Units are identical to the units sold in the Initial Public Offering, except that the Private Placement Units (and the underlying securities), so long as they are held by the Sponsor, Maxim or their permitted transferees: (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Business Combination; and (ii) will be entitled to registration rights. The Company’s Sponsor has agreed: (i) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a business combination, as described in more detail in this filing). In addition, the Company’s Sponsor has agreed to vote any founder shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Related Party Payables On April 12, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. As of June 30, 2021, the Company had drawn down an aggregate of $268,309 of the funds available to it under the promissory note with the Sponsor, with $600 of cash transferred to the Company, and $267,709 being expenses paid on behalf of the Company by the Sponsor. 8 Related Party Loans In order 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"). Such Working Capital Loans would be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted), at the option of the lender. Such units would be identical to the private placement units. 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. Related Party Extension Loans The Company will have until 12 months from the closing of the Initial Public Offering to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company will, by resolution of the Company’s board of directors, extend the period of time to consummate a Business Combination by an additional three months up to twice (for a total of 18 months to complete a Business Combination) if such extension is requested by the Sponsor. Pursuant to the terms of the Company’s certificate of incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the Initial Public Offering, in order to extend the time available for the Company to consummate a Business Combination for an additional three months, the Sponsor or its affiliates or designees must deposit into the trust account $1,000,000, or up to $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the deadline. The Company will only be able to extend the period of time to consummate a Business Combination by an additional three months twice (for a total of six months). Each such payment would be made in the form of a loan. Such loan will be non-interest bearing and payable upon the consummation of the Company’s Business Combination. If the Company completes a Business Combination, the Company would repay such loaned amount out of the proceeds of the trust account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loan out of the funds held in the trust account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are obligated to fund the trust account in order to extend the time for the Company to complete a Business Combination, but the Sponsor is not obligated to extend such time. Founder Shares On March 9, 2021, the Company issued 2,875,000 shares of common stock to the Sponsor for $25,000 in cash, or approximately $0.0087 per share, in connection with formation, and later transferred a total of 210,000 founder shares to our officers and directors leaving our Sponsor with 2,665,000 founder shares (up to 218,500 of which remain subject to forfeiture by our Sponsor if the underwriters’ over-allotment option is not exercised in full). The Sponsor has agreed not to transfer, assign or sell its founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s 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 60 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. 9 Administrative Service Fee Subsequent to the closing of the Initial Public Offering, the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the Company's management team. Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. |
COMMITMENTS AND REGISTRATION RI
COMMITMENTS AND REGISTRATION RIGHTS | 4 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND REGISTRATION RIGHTS | NOTE 6 — COMMITMENTS AND REGISTRATION RIGHTS The holders of the founder shares, Private Placement Units, units that may be issued upon conversion of working capital loans (including in each case the underlying securities) and the representative shares will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the Initial Public Offering and may not exercise their demand rights on more than one occasion. Underwriters Agreement The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any. The underwriters were paid an underwriting discount of $0.19 per Unit, or $2,018,940 in the aggregate (and are eligible for $2,185,000 in the aggregate if the underwriter’s over-allotment option is exercised in full) upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $3,719,100 in the aggregate (or $4,025,000 in the aggregate if the underwriter’s over-allotment option is exercised in full) 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. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the Initial Public Offering and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, equity-linked, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial Public Offering. Representative Shares On July 6, 2021, the Company issued Maxim and/or its designees, 106,260 shares of Series A common stock. The Company estimated the fair value of the stock to be $1,000 based on the price of the Founder Shares issued to the Sponsor. The stock was treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in the prospectus for the Initial Public Offering). 10 The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement with respect to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Company’s registration statement, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following the effective date of the Company’s initial registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 4 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign, or sell any of their founder shares until the earlier of: (i) one year after the date of the consummation of the Business Combination; or (ii) the date on which the Company consummates a liquidation, merger, stock exchange, or other similar transaction that results in all of its stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of the Company’s 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 60 days after the Business Combination, the founder shares will no longer be subject to such transfer restrictions. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. 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 Company’s registration statement and related to the closing of the 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 Initial Public Offering (excluding the private placement shares and representative shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or any private placement-equivalent units issued to the Sponsor, its affiliates, or certain of officers and directors upon conversion of working capital loans made to the Company). 11 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company's stockholders, with each share of common stock entitling the holder to one vote. Rights Pursuant to the rights agreement, a rights holder may exchange rights only for a whole number of shares of Class A common stock. This means that the Company will not issue fractional shares in connection with an exchange of rights and rights may be exchanged only in multiples of 10 rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. 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 Public Rights will not receive any such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the Public 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 12, 2021 the date that the financial statements were available to be issued. The registration statement for the Initial Public Offering was declared effective on June 30, 2021 (the “Effective Date”). On July 6, 2021, the Company consummated the Initial Public Offering of 10,626,000 Units at $10.00 per Unit, generating proceeds of $106,260,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 569,410 Private Placement Units in the Private Placement. Each Unit consists of one share of Class A common stock, and one right to receive one-tenth (1/10) of one share of Class A common stock upon consummation of our initial Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating the Business Combination. Transaction costs amounted to $6,104,740 comprised of $2,018,940 of underwriting discount, $3,719,100 of deferred underwriting fee, the fair value of the shares issued to the underwriters of $1,000 deemed as underwriters’ compensation, and $365,700 of other offering costs. In addition, $1,956,260 of cash was held outside of the Trust Account and is available for working capital purposes. 12 Following the closing of the Initial Public Offering on July 6, 2021, an amount of $107,853,900 ($10.15 per unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of: (a) the completion of the Business Combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s certificate of incorporation; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Company’s registration statement), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. On July 6, 2021, the Company issued Maxim and/or its designees, 106,260 shares of Series A common stock. The Company estimated the fair value of the stock to be $1,000 based on the price of the Founder Shares issued to the Sponsor. The stock was treated as underwriters’ compensation and charged directly to stockholders’ equity. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in the prospectus for the Initial Public Offering). The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following the effective date of the Company’s initial registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement whereby the Sponsor and Maxim and their designees purchased an aggregate of 569,410 units, of which Maxim and/or its designees have purchased 53,130 private placement units, at a price of $10.00 per unit, for an aggregate purchase price of $5,694,100. The Private Placement Units are identical to the units sold in the Initial Public Offering, except that the Private Placement Units (and the underlying securities), so long as they are held by the Sponsor, Maxim or their permitted transferees: (i) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the holders until 30 days after the completion of the Business Combination; and (ii) will be entitled to registration rights. 13 The Company’s Sponsor has agreed: (i) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of the Business Combination; (ii) to waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing); or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if the Company fails to complete its Business Combination within 12 months from the closing of the Initial Public Offering (or 15 or 18 months if the Company extends the period of time to consummate a Business Combination, as described in more detail in this filing). In addition, the Company’s Sponsor has agreed to vote any founder shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Emerging Growth Company Status | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 6 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers 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 June 30, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering have proven to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 4 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Percentage in balance of trust account | 80.00% |
Aggregate per unit price | $ / shares | $ 10.15 |
Dissolution expenses | $ | $ 100,000 |
Net tangible assets | $ | $ 5,000,001 |
Initial Public Offering [Member] | |
Percentage of obligation to redeem public shares | 100.00% |
Private Placement [Member] | G3 VRM Holdings LLC [Member] | |
Share price per units | $ / shares | $ 10 |
Number of shares issue | shares | 569,410 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 4 Months Ended |
Jun. 30, 2021shares | |
Accounting Policies [Abstract] | |
Weighted average shares reduced effect | 375,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jul. 06, 2021 | Jun. 30, 2021 |
Common Class A [Member] | ||
Initial public offering per share (in Dollars) | $ 12 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Subsequent Event [Member] | Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Subsequent Event [Member] | Initial Public Offering [Member] | ||
Initial public offering shares | 10,626,000 | |
Initial public offering per share (in Dollars) | $ 10 | |
Gross proceeds from initial public offering | $ 106,260,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] [Member] | ||
Initial public offering shares | 626,000 | |
Subsequent Event [Member] | Additional Units [Member] | ||
Initial public offering shares | 1,500,000 | |
Initial public offering per share (in Dollars) | $ 10.15 | |
Gross proceeds from initial public offering | $ 107,853,900 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement [Member] - Subsequent Event [Member] | Jul. 06, 2021USD ($)$ / sharesshares |
Purchase Units | 569,410 |
Stock price | $ / shares | $ 10 |
Aggregate purchase price, amount | $ | $ 5,694,100 |
Maxim and designees [Member] | |
Purchase Units | 53,130 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 09, 2021 | Jun. 30, 2021 | Apr. 12, 2021 |
Office Space, Secretarial and Administrative services [Member] | |||
Related Party Transaction [Line Items] | |||
Per month amount | $ 10,000 | ||
Common Class A [Member] | |||
Related Party Transaction [Line Items] | |||
Per share price | $ 12 | ||
Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Cash transferred | $ 25,000 | ||
Issuance of common stock to founder, shares (in Shares) | 2,875,000 | ||
Per share price | $ 0.0087 | ||
Forfeiture of founder shares (in Shares) | 218,500 | ||
Related Party Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Purchase Units | 150,000 | ||
Aggregate purchase price, amount | $ 1,000,000 | ||
Per share price | $ 10 | ||
Related Party Loans [Member] | Over-Allotment Option [Member] [Member] | |||
Related Party Transaction [Line Items] | |||
Aggregate purchase price, amount | $ 1,150,000 | ||
Exercise per share | $ 10 | ||
Officers and Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock to founder, shares (in Shares) | 210,000 | ||
Founder Shares [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock to founder, shares (in Shares) | 2,665,000 | ||
Unsecured promissory note [Member] | Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Principal amount | $ 268,309 | $ 300,000 | |
Cash transferred | 600 | ||
Related party cost | $ 267,709 |
COMMITMENTS AND REGISTRATION _2
COMMITMENTS AND REGISTRATION RIGHTS (Details) - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Representative Shares issued, value | [1] | $ 25,000 | ||
Underwriters [Member] | ||||
Aggregate purchase units (in Shares) | 2,018,940 | |||
Discount per unit | $ 0.19 | |||
Additional fee per unit | $ 0.35 | |||
Aggregate purchase additional units (in Shares) | 3,719,100 | |||
Maxim and designees [Member] | Subsequent Event [Member] | Series A Commn Stock [Member] | ||||
Number of shares issue | 106,260 | |||
Representative Shares issued, value | $ 1,000 | |||
Over-Allotment Option [Member] [Member] | ||||
Aggregate purchase units (in Shares) | 1,500,000 | |||
Over-Allotment Option [Member] [Member] | Underwriters [Member] | ||||
Aggregate purchase units (in Shares) | 2,185,000 | |||
Aggregate purchase additional units (in Shares) | 4,025,000 | |||
[1] | This number excludes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 4 Months Ended | |
Jun. 30, 2021 | Mar. 09, 2021 | |
Class of Stock [Line Items] | ||
Preference shares, shares authorized | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preference shares, shares issued | 0 | |
Preference shares, shares outstanding | 0 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Common stock subject to possible redemption | 9,273,920 | |
Common Class A [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Share price (in dollars per share) | $ 12 | |
Number of trading days | 30 days | |
Trading day threshold period | 60 days | |
Ownership interest, as converted percentage | 20.00% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | |
Common stock subject to possible redemption | 375,000 | |
Common Class B [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares forfeiture | 218,500 | |
Common Class B [Member] | Founder Shares [Member] | Officers and Directors [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 210,000 | |
Common Class B [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0087 | |
Common stock, shares issued | 25,000 | |
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 2,665,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 06, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||
Fair value of shares issued to underwriters | [1] | $ 25,000 | ||
Dissolution expenses | $ 100,000 | |||
Initial Public Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of obligation to redeem public shares | 100.00% | |||
Subsequent Event [Member] | Initial Public Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial public offering shares | 10,626,000 | |||
Initial public offering per share (in Dollars) | $ 10 | |||
Gross proceeds from initial public offering | $ 106,260,000 | |||
Transaction costs | 6,104,740 | |||
Underwriting discount | 2,018,940 | |||
Deferred underwriting fee | 3,719,100 | |||
Fair value of shares issued to underwriters | 1,000 | |||
Other offering costs | 365,700 | |||
Cash held outside of Trust Account | $ 1,956,260 | |||
Percentage of obligation to redeem public shares | 100.00% | |||
Subsequent Event [Member] | Initial Public Offering [Member] | G3 VRM Holdings LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial public offering shares | 569,410 | |||
Subsequent Event [Member] | Additional Units [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial public offering shares | 1,500,000 | |||
Initial public offering per share (in Dollars) | $ 10.15 | |||
Gross proceeds from initial public offering | $ 107,853,900 | |||
Dissolution expenses | $ 100,000 | |||
Subsequent Event [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial public offering shares | 569,410 | |||
Stock price | $ 10 | |||
Aggregate purchase price, amount | $ 5,694,100 | |||
Subsequent Event [Member] | Private Placement [Member] | Maxim and designees [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial public offering shares | 53,130 | |||
Fair value of shares issued to underwriters | $ 1,000 | |||
Number of shares issue | 106,260 | |||
[1] | This number excludes an aggregate of up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). |