Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | DMY TECHNOLOGY GROUP, INC. VI | |
Entity Central Index Key | 0001858327 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40864 | |
Entity Tax Identification Number | 86-3312690 | |
Entity Address, Address Line One | 1180 North Town Center Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89144 | |
City Area Code | 702 | |
Local Phone Number | 781-4313 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Capital Units [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 24,150,000 | |
Warrant [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS WS | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,037,500 |
Condensed Balance Sheets
Condensed Balance Sheets | Sep. 30, 2021USD ($) | |
Current assets: | ||
Cash | $ 21,473 | |
Total current assets | 21,473 | |
Deferred offering costs associated with proposed public offering | 429,022 | |
Total Assets | 450,495 | |
Current liabilities: | ||
Accounts payable | 298,250 | |
Accrued expenses | 63,250 | |
Franchise tax payable | 91,886 | |
Note payable—related party | 74,991 | |
Total current liabilities | 528,377 | |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 24,396 | |
Accumulated deficit | (102,882) | |
Total stockholder's deficit | (77,882) | |
Total Liabilities and Stockholder's Deficit | 450,495 | |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock, value | 0 | |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock, value | $ 604 | [1],[2] |
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,156,250 shares of Class B common stock for no consideration on September 24, 2021; and (ii) the 1:1.2 stock split on October 4, 2021, resulting in an aggregate of 6,037,500 shares of Class B common stock outstanding (see Note 4). | |
[2] | This number includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).On October 5, 2021, the underwriter exercised its over-allotment option in full, as such the Class B common stock were no longer subject to forfeiture. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Oct. 05, 2021 | Oct. 04, 2021 | Sep. 30, 2021 | Sep. 24, 2021 |
Preferred stock, par value | $ 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 | $ 0.0001 | |||
Common stock, shares authorized | 380,000,000 | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Common Class B [Member] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 20,000,000 | |||
Common stock, shares issued | 6,037,500 | |||
Common stock, shares outstanding | 6,037,500 | 6,037,500 | ||
Share subject to forfeiture | 787,500 | |||
Common stock surrender shares | 2,156,250 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
General and administrative expenses | $ 3,526 | $ 10,996 | |
Franchise tax expense | 89,946 | 91,886 | |
Net loss | $ (93,472) | $ (102,882) | |
Weighted average shares outstanding, basic and diluted | [1],[2] | 5,250,000 | 5,250,000 |
Basic and diluted net loss per share | $ (0.02) | $ (0.02) | |
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,156,250 shares of Class B common stock for no consideration on September 24, 2021; and (ii) the 1:1.2 stock split on October 4, 2021, resulting in an aggregate of 6,037,500 shares of Class B common stock outstanding (see Note 4). | ||
[2] | This number includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).On October 5, 2021, the underwriter exercised its over-allotment option in full, as such the Class B common stock were no longer subject to forfeiture. |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) - Common Class B [Member] - shares | Oct. 05, 2021 | Oct. 04, 2021 | Sep. 30, 2021 | Sep. 24, 2021 |
Share subject to forfeiture | 787,500 | |||
Common stock surrender shares | 2,156,250 | |||
Common stock, shares outstanding | 6,037,500 | 6,037,500 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholder's Equity (Deficit) - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Class A Shares [Member]Common Stock [Member] | Class B Shares [Member]Common Stock [Member] | |
Balance at Apr. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in shares) at Apr. 15, 2021 | 0 | 0 | ||||
Issuance of Class B common stock to Sponsor | [1],[2] | 25,000 | 24,396 | $ 604 | ||
Issuance of Class B common stock to Sponsor (share) | [1],[2] | 6,037,500 | ||||
Net loss | (9,410) | (9,410) | ||||
Balance at Jun. 30, 2021 | 15,590 | 24,396 | (9,410) | $ 0 | $ 604 | |
Balance (in shares) at Jun. 30, 2021 | 0 | 6,037,500 | ||||
Balance at Apr. 15, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Balance (in shares) at Apr. 15, 2021 | 0 | 0 | ||||
Net loss | (102,882) | |||||
Balance at Sep. 30, 2021 | (77,882) | 24,396 | (102,882) | $ 0 | $ 604 | |
Balance (in shares) at Sep. 30, 2021 | 0 | 6,037,500 | ||||
Balance at Jun. 30, 2021 | 15,590 | 24,396 | (9,410) | $ 0 | $ 604 | |
Balance (in shares) at Jun. 30, 2021 | 0 | 6,037,500 | ||||
Net loss | (93,472) | (93,472) | ||||
Balance at Sep. 30, 2021 | $ (77,882) | $ 24,396 | $ (102,882) | $ 0 | $ 604 | |
Balance (in shares) at Sep. 30, 2021 | 0 | 6,037,500 | ||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,156,250 shares of Class B common stock for no consideration on September 24, 2021; and (ii) the 1:1.2 stock split on October 4, 2021, resulting in an aggregate of 6,037,500 shares of Class B common stock outstanding (see Note 4). | |||||
[2] | This number includes up to 787,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).On October 5, 2021, the underwriter exercised its over-allotment option in full, as such the Class B common stock were no longer subject to forfeiture. |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Stockholder's Equity (Deficit) (Parenthetical) - Common Class B [Member] - shares | Oct. 05, 2021 | Oct. 04, 2021 | Sep. 30, 2021 | Sep. 24, 2021 |
Share subject to forfeiture | 787,500 | |||
Common stock surrender shares | 2,156,250 | |||
Common stock, shares outstanding | 6,037,500 | 6,037,500 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (102,882) |
Changes in operating assets and liabilities: | |
Accounts payable | 7,469 |
Franchise tax payable | 91,886 |
Net cash used in operating activities | (3,527) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Net cash provided by financing activities | 25,000 |
Net increase in cash | 21,473 |
Cash—beginning of the period | 0 |
Cash—end of the period | 21,473 |
Supplemental disclosure of noncash activities: | |
Deferred offering costs included in accounts payable | 290,781 |
Deferred offering costs included in accrued expenses | 63,250 |
Deferred offering costs paid by related party under promissory note | $ 74,991 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations dMY Technology Group, Inc. VI (the “Company”) is a blank check company incorporated in Delaware under the name TdMY Technology Group, Inc. on April 16, 2021. On July 7, 2021, the Company changed its name from TdMY Technology Group, Inc. to dMY Technology Group, Inc. VI. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is dMY Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s Initial Public Offering were declared effective on September 30, 2021. On October 5, 2021, the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,830,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.8 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the U.S. with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the Company’s 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share plus pro rata interest earned in Trust Account). The per-share The Company’s amended and restated certificate of incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial The Company will have 18 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, being April 5, 2023, or 21 months from the closing of the Initial Public Offering, being July 5, 2023, if extended (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 business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund working capital requirements, and/or to pay for the Company’s taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders of the Company (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per Public 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 Target that 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 of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will hav e Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on Liquidity and Capital Resources As of September 30, 2021, the Company had $21,000 in its operating bank account and working capital deficit of approximately $507,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan from the Sponsor of approximately $75,000 under the Note (as defined in Note 4). The Company repaid the Note in full on October 4, 2021 in connection with the Initial Public Offering, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, over-allotment, and the Private Placement held outside of the Trust Account. In addition, 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, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K Use of Estimates The preparation of financial statements in conformity with 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, the Company had no cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Deferred Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1. Deferred non-operating Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares at September 30, 2021 were reduced for the effect of an aggregate of 787,500 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of September 30, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from April 6, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On October 5, 2021, the Company consummated its Initial Public Offering of 24,150,000 Units, including 3,150,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one Public Share, and one-half |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On April 27, 2021, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000. Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,156,250 Founder Shares for no consideration on September 24, 2021; and (ii) the 1:1.2 stock split on October 4, 2021, resulting in an aggregate of 6,037,500 Founder Shares outstanding. The Initial Stockholders agreed to forfeit up to 787,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 5, 2021; thus, 787,500 Founder Shares were no longer subject to forfeiture . The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of th e 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,830,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.8 million. Each Private Placement Warrant is exercisable for one whole Public Share at a price of $11.50 per Public Share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Due From Related Party The Company advanced $60,000 to the Sponsor on October 2, 2021 and recorded such amount in due from related party. The Sponsor fully repaid this amount on October 11, 2021. Related Party Loans On April 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, 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”). 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 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 at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $8.5 million in the aggregate will be payable to certain of the underwriters for deferred underwriting commissions. The deferred fee will become payable to certain of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholder's Equity | Note 6 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock 6,037,500 Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Founder Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Founder Shares and holders of Public Shares will vote together as a single class, except as required by applicable law or stock exchange rule. The Founder Shares will automatically convert into Public Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted 20 Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Public Shares or equity-linked securities or rights exercisable for or convertible into Public Shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Sep. 30, 2021 | |
Derivate Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of September 30, 2021, there were no warrants outstanding. In connection with the Initial Public Offering and subsequent over-allotment, the Company has 12,075,000 Public Warrants and 6,830,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Public Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Public Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Public Shares until the warrants expire or are redeemed. If a registration statement covering the Public Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Public Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants when the price per share of Public Shares equals or exceeds $18.00 . • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day • if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading Redemption of warrants when the price per share of Public Shares equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, except as noted above regarding the initial public offering, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus and the Current Report on Form 8-K |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, the Company had no cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1. Deferred non-operating |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares at September 30, 2021 were reduced for the effect of an aggregate of 787,500 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of September 30, 2021. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from April 6, 2021 (inception) through September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 05, 2021 | Oct. 04, 2021 | Sep. 30, 2021 | Apr. 27, 2021 | Sep. 30, 2021 |
Organization Business And Basis Of Presentation [Line Items] | |||||
Cash | $ 21,473 | $ 21,473 | |||
Net Working Capital | $ 507,000 | ||||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||||
Business Combination required completion period after Initial Public Offering | 18 months | ||||
Minimum time limit to consummate business combination | 18 months | ||||
Maximum time limit to consummate business combination | 21 months | ||||
Additional amount per share to be deposited in the trust account | $ 0.10 | $ 0.10 | |||
Additional amount to be received in the trust account In case of extension in the period to consummate business combination | $ 2,000,000 | $ 2,000,000 | |||
Proceeds from the issuance of common stock | $ 25,000 | 25,000 | |||
Bank overdraft | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, price per unit | $ 11.50 | ||||
Common Class A [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Common stock, price per public share | $ 10 | $ 10 | |||
Maximum [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | ||||
Percentage of aggregate Public Shares restricted from redeem | 15.00% | ||||
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Trust Account [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, price per unit | $ 10 | ||||
Initial Public Offering, gross proceeds | $ 241,500,000 | ||||
Private Placement [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 6,830,000 | ||||
Initial Public Offering, price per unit | $ 1 | ||||
Initial Public Offering, private placement gross proceeds | $ 6,800,000 | ||||
IPO [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, price per unit | $ 10 | ||||
IPO [Member] | Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 24,150,000 | ||||
Initial Public Offering, price per unit | $ 10 | ||||
Initial Public Offering, gross proceeds | $ 241,500,000 | ||||
Initial Public Offering, offering costs | 8,500,000 | ||||
Initial Public Offering, deferred underwriting commissions | 440,000 | ||||
IPO [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, offering costs | $ 14,000,000 | ||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Initial Public Offering, units | 3,150,000 | ||||
Borrowings Through Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||
Organization Business And Basis Of Presentation [Line Items] | |||||
Repayment of loans from related parties | $ 75,000 | ||||
Proceeds from related party debt | $ 75,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2021USD ($)shares | |
Significant Accounting Policies [Line Items] | |
Federal depository insurance coverage limit | $ 250,000 |
Cash equivalents | 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued interest and penalties | $ 0 |
Common Class B [Member] | |
Significant Accounting Policies [Line Items] | |
Weighted average shares outstanding, basic and diluted | shares | 787,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Oct. 05, 2021USD ($)$ / sharesshares |
Subsequent Event [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, price per unit | $ / shares | $ 11.50 |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, price per unit | $ / shares | $ 10 |
IPO [Member] | Subsequent Event [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, units | shares | 24,150,000 |
Initial Public Offering, price per unit | $ / shares | $ 10 |
Initial Public Offering, gross proceeds | $ 241,500,000 |
Initial Public Offering, offering costs | 8,500,000 |
Initial Public Offering, deferred underwriting commissions | 440,000 |
IPO [Member] | Maximum [Member] | Subsequent Event [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, offering costs | $ 14,000,000 |
Over-Allotment Option [Member] | Subsequent Event [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, units | shares | 3,150,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Oct. 05, 2021$ / sharesshares | Oct. 04, 2021shares | Oct. 02, 2021USD ($) | Sep. 24, 2021shares | Apr. 27, 2021USD ($)$ / sharesshares | Apr. 16, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||
Closing Share Threshold Price | $ / shares | $ 12 | ||||||
Proceeds from the issuance of common stock | $ | $ 25,000 | $ 25,000 | |||||
Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial Public Offering, price per unit | $ / shares | $ 11.50 | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial Public Offering, units | shares | 3,150,000 | ||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Advances paid to related parties | $ | $ 60,000 | ||||||
Related Party Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible price warrants for post business combination entity | $ / shares | $ 1.50 | ||||||
Related Party Loans [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Working Capital Loans | $ | $ 1,500,000 | ||||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from notes payable to related party current | $ | $ 200,000 | ||||||
Proceeds from Related Party Debt | $ | $ 75,000 | ||||||
Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial Public Offering, units | shares | 6,830,000 | ||||||
Initial Public Offering, price per unit | $ / shares | $ 1 | ||||||
Initial Public Offering, gross proceeds | $ | $ 6,800,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Warrants exercise price per share | $ / shares | $ 11.50 | ||||||
Common stock, shares outstanding | shares | 0 | ||||||
Common Class A [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants exercise price per share | $ / shares | $ 11.50 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, shares outstanding | shares | 6,037,500 | 6,037,500 | |||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Initial stockholders agreed to forfeit | shares | 2,156,250 | 787,500 | |||||
Common stock, shares outstanding | shares | 6,037,500 | ||||||
Stock Issued During Period, Shares, Issued for Services | shares | 7,187,500 | ||||||
Proceeds from the issuance of common stock | $ | $ 25,000 | ||||||
Common Class B [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | shares | 6,037,500 | ||||||
Common Class B [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of founder shares from related party | 20.00% | ||||||
Common stock that were subject to forfeiture | shares | 787,500 | ||||||
Common Class B [Member] | Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Underwriting discount | $ / shares | $ 0.20 |
Underwriting discount aggregate amount | $ | $ 4.8 |
Additional fee per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ | $ 8.5 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | Oct. 05, 2021 | Oct. 04, 2021 | Sep. 30, 2021 | Apr. 27, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, par or stated value per share | $ 0.0001 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Class A Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 380,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Class B Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, shares issued | 6,037,500 | |||
Common stock, shares outstanding | 6,037,500 | 6,037,500 | ||
Class B Shares [Member] | Founder Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 6,037,500 | |||
Common stock shares issued including shares subject to forfeiture | 787,500 | |||
Class B Shares [Member] | Founder Shares [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued | 6,037,500 | |||
Common stock, shares outstanding | 6,037,500 | |||
Class B Shares [Member] | Over-Allotment Option [Member] | Founder Shares [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Initial stockholders own Company's issued and outstanding common stock after the initial public offering | 20.00% | |||
Common stock shares no longer subject to forefeiture | 787,500 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of warrants or rights outstanding | shares | 0 |
Public Warrants will become exercisable | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering |
Public warrant for redemption price | at a price of $0.01 per warrant |
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption |
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | |
Warrant redemption trigger price subject to adjustment | $ 10 |
Public Warrants [Member] | |
Number of warrants or rights outstanding | shares | 12,075,000 |
Private Placement Warrant [Member] | |
Number of warrants or rights outstanding | shares | 6,830,000 |
Common Class A [Member] | |
Exercise price per warrant | $ 11.50 |
Common Class A [Member] | Redemption Price One [Member] | |
Number of days of notice to be given to warrant holders before redemption | 30 days |
Redemption price of warrants per unit | $ 0.01 |
Number of consecutive trading days for which the stock price is to be maintained | 20 days |
Number of trading days | 30 days |
Common Class A [Member] | Redemption Price Two [Member] | |
Redemption price of warrants per unit | $ 0.10 |
Number of consecutive trading days for which the stock price is to be maintained | 20 days |
Number of trading days | 30 days |
Common Class A [Member] | Maximum [Member] | |
Issue price at closing of its initial business combination | $ 9.20 |
Number of shares of common stock excercisable per warrant | shares | 0.361 |
Common Class A [Member] | Minimum [Member] | |
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price |
The aggregate gross proceeds from such issuances | 60.00% |
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member] | |
Share price | $ 18 |
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member] | |
Share price | 10 |
Common Class A [Member] | Private Placement Warrant [Member] | |
Exercise price per warrant | $ 11.50 |