Cover
Cover - shares | 4 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40843 | |
Entity Registrant Name | Berenson Acquisition Corp. I | |
Entity Central Index Key | 0001869673 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1070217 | |
Entity Address, Address Line One | 667 Madison Avenue | |
Entity Address, Address Line Two | 18th Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 935-7676 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, State or Province | NY | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | BACA WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | BACA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,510,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,877,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share and one-half of one Warrant | |
Trading Symbol | BACA.U | |
Security Exchange Name | NYSE |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) |
CURRENT ASSETS: | |
Cash | $ 719,171 |
Prepaid expenses and other assets | 545,872 |
Total current assets | 1,265,043 |
Prepaid expenses and other assets, net of current portion | 250,786 |
Cash held in Trust Account | 250,000,000 |
TOTAL ASSETS | 251,515,829 |
CURRENT LIABILITIES: | |
Accounts payable | 1,530 |
Franchise tax payable | 150,000 |
Total current liabilities | 151,530 |
Derivative warrant liabilities | 19,055,000 |
Deferred underwriting fee payable | 8,750,000 |
TOTAL LIABILITIES | 27,956,530 |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 25,000,000 shares issued and outstanding, subject to possible redemption at $10.00 per share | 250,000,000 |
Stockholder's equity (deficit): | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (26,441,420) |
Total stockholder's deficit | (26,440,701) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | 251,515,829 |
Common Class B [Member] | |
Stockholder's equity (deficit): | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding | $ 719 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Sep. 30, 2021$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common Class A [Member] | |
Temporary equity, Par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity, Shares authorized | 200,000,000 |
Temporary equity, Shares issued | 25,000,000 |
Temporary equity, Shares outstanding | 25,000,000 |
Temporary equity, Redemption price per share | $ / shares | $ 10 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 20,000,000 |
Common stock shares issued | 7,187,500 |
Common stock shares outstanding | 7,187,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 4 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,530 | $ 4,230 |
Franchise tax expenses | 150,000 | 150,000 |
Loss from operations | 151,530 | 154,230 |
Other expense | ||
Offering costs associated with derivative warrant liabilities | 1,713,531 | 1,713,531 |
Total other expense | 1,713,531 | 1,713,531 |
Net loss allocable to common stockholders | $ 1,865,061 | $ 1,867,761 |
Common Class A [Member] | ||
Other expense | ||
Weighted average shares outstanding | 277,778 | 204,918 |
Basic and diluted net loss per share | $ (0.25) | $ (0.32) |
Common Class B [Member] | ||
Other expense | ||
Weighted average shares outstanding | 7,187,500 | 5,714,652 |
Basic and diluted net loss per share | $ (0.25) | $ (0.32) |
Condensed Statements of Changes
Condensed Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($) | Total | Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at May. 31, 2021 | $ 0 | ||||
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Beginning balance at May. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Issuance of class B common stock to sponsor | 25,000 | $ 719 | 24,281 | 0 | |
Issuance of Class B common stock to Sponsor (shares) | 7,187,500 | ||||
Net loss | (2,700) | (2,700) | |||
Ending balance (shares) at Jun. 30, 2021 | 7,187,500 | ||||
Ending balance at Jun. 30, 2021 | 22,300 | $ 719 | 24,281 | (2,700) | |
Ending balance (shares) at Jun. 30, 2021 | 0 | ||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||
Beginning balance at May. 31, 2021 | $ 0 | ||||
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Beginning balance at May. 31, 2021 | 0 | $ 0 | 0 | 0 | |
Beginning balance (shares) at May. 31, 2021 | 0 | ||||
Net loss | (1,867,761) | ||||
Ending balance (shares) at Sep. 30, 2021 | 7,187,500 | ||||
Ending balance at Sep. 30, 2021 | (26,440,701) | $ 719 | 0 | (26,441,420) | |
Ending balance (shares) at Sep. 30, 2021 | 25,000,000 | ||||
Ending balance at Sep. 30, 2021 | 250,000,000 | $ 250,000,000 | |||
Beginning balance at Jun. 30, 2021 | $ 0 | ||||
Beginning balance (shares) at Jun. 30, 2021 | 0 | ||||
Beginning balance at Jun. 30, 2021 | 22,300 | $ 719 | 24,281 | (2,700) | |
Beginning balance (shares) at Jun. 30, 2021 | 7,187,500 | ||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross | $ 237,875,000 | ||||
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross (shares) | 25,000,000 | ||||
Offering costs | $ (13,552,045) | ||||
Excess cash received over the fair value of private placement warrants | 70,000 | 70,000 | |||
Excess fair value of founder shares attributable to the anchor investors | 1,009,105 | 1,009,105 | |||
Deemed dividend to Class A stockholders | (25,677,045) | $ 25,677,045 | (1,103,386) | (24,573,659) | |
Net loss | (1,865,061) | (1,865,061) | |||
Ending balance (shares) at Sep. 30, 2021 | 7,187,500 | ||||
Ending balance at Sep. 30, 2021 | (26,440,701) | $ 719 | $ 0 | $ (26,441,420) | |
Ending balance (shares) at Sep. 30, 2021 | 25,000,000 | ||||
Ending balance at Sep. 30, 2021 | $ 250,000,000 | $ 250,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 4 Months Ended |
Sep. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (1,867,761) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Offering costs associated with derivative warrant liabilities | 1,713,531 |
Changes in operating assets and liabilities: | |
Prepaid expenses and other assets | (796,658) |
Accounts payable | 1,530 |
Franchise tax payable | 150,000 |
Net cash used in operating activities | (799,358) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash deposited in Trust Account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from note payable to related party | 176,000 |
Repayment of note payable to related party | (176,000) |
Proceeds received from initial public offering, gross | 250,000,000 |
Proceeds received from private placement warrants | 7,000,000 |
Offering costs paid | (5,506,471) |
Net cash provided by financing activities | 251,518,529 |
NET INCREASE IN CASH | 719,171 |
CASH BEGINNING OF PERIOD | 0 |
CASH END OF PERIOD | 719,171 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | |
Deferred underwriting commissions | 8,750,000 |
Deemed dividend to Class A stockholders | $ 25,677,045 |
Description of Organization and
Description of Organization and Business Operations | 4 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 Berenson Acquisition Corp. I (the “Company”) was incorporated in Delaware on June 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company’s sponsor is Berenson SPAC Holdings I, LLC, a Delaware series limited liability company (the “Sponsor”). All activity for the period from June 1, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”) of 25,000,000 of the Company’s units (“Units”, held by “Public Stockholders”), each consisting of one Class A common stock (“Public Share”) and one half of one redeemable warrant (“Redeemable Warrant”) to purchase one Class A common stock at an exercise price of $11.50. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate non-operating The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 27, 2021. The Public Offering closed on September 30, 2021 (the “Close Date”). The Sponsor purchased an aggregate of 7,000,000 warrants to purchase Class A common stock (“Private Placement Warrants”) for $1.00 each, or $7,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement”). The Company intends to finance a Business Combination with proceeds from its $250,000,000 Public Offering (see Note 3) and $7,000,000 Private Placement (see Note 4). At the Close Date, proceeds of $257,000,000, net of underwriting discounts of $5,000,000 and designated for operational use were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. Transaction costs amounted to $14,256,471, consisting of $13,750,000 of underwriters fees and discounts and $506,471 of other offering costs. Of the $257,000,000 total proceeds from the Public Offering and Private Placement, $250,000,000 was deposited into the Trust Account on the Close Date. The funds in the Trust Account will be invested only in specified U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Public Offering and Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 18 months from the Close Date and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 18 months from the Close Date, subject to applicable law. Of the proceeds held outside the Trust Account, $5,000,000 was used to pay underwriting discounts, $176,000 was used to repay a loan from the Company’s Sponsor (see Note 4) and the remainder may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. The Company is focused on sponsoring the public listing of a company that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance principles and practices through a Business Combination. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public stockholders with the opportunity to redeem all or a portion of their Class A common stock either (i) in connection with a stockholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public stockholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two public share. The per-share amount the Company The Company has 18 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten the allotted 18-month time period. The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining stockholder after such redemptions. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $719,000 in cash and working capital of approximately $1.4 million ( not The Company’s liquidity needs prior to th e The Company’s liquidity has been satisfied through the net proceeds from the consummation of the Public Offering and sale of Private Placement Warrants held outside of the Trust Account. Based on the foregoing, management believes that the Company will have sufficient working capital and bor r |
Significant Accounting Policies
Significant Accounting Policies | 4 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying interim 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 financial information and pursuant to the rules and regulations of the SEC. Accordingly, since the accompanying interim unaudited financial statements are condensed, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from June 1, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited condensed financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on September 29, 2021. Immaterial Correction of an Error Subsequent to filing the audited balance sheet as of September 30, 2021 within the 8-K filed on October 6, 2021, the Company determined that derivative warrant liabilities and accumulated deficit were overstated by $1,009,105 and net loss was understated by $1,009,105. Management recorded an entry to correct this error. In the opinion of management, the error is not material to prior reported amounts. Accounting Standards Adoption Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and 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 and cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Cash Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Redeemable Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows: September 30, Implied volatility 21 % Risk-free interest rate 0.98 % Instrument exercise price for one share of Class A common stock $ 11.50 Expected term 5 years Redeemable Shares All of the 25,000,000 Class A common stock shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial 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 as of 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net loss per Common Stock Shares The Company applies the two-class Three Months Ended September 30, 2021 Period from June 1, 2021 30, 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net loss allocable to Class A Common Stock subject to possible redemption Denominator: Weighted Average Class A Common Stock $ (69,398 ) $ (64,656 ) Basic and diluted weighted average shares outstanding 277,778 204,918 Basic and diluted net income per share $ (0.25 ) $ (0.32 ) Class B Common Stock Numerator: Net Loss minus Net Earnings Net loss allocable to Class B Common Stock $ (1,795,663 ) $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 7,187,500 5,714,652 Basic and diluted net loss per share $ (0.25 ) $ (0.32 ) Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of September 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 |
Public Offering
Public Offering | 4 Months Ended |
Sep. 30, 2021 | |
Proposed Public Offering [Abstract] | |
Public Offering | Note 3—Public Offering In its Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit. Each whole Redeemable Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Only whole Warrants may be exercised and no fractional Redeemable Warrants will be issued upon separation of the Units and only whole Redeemable Warrants may be traded. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the Close Date, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Alternatively, if the Company does not complete a Business Combination within 18 months after the Close Date, the Redeemable Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Redeemable Warrants issued in connection with the 25,000,000 Units during the exercise period, the Redeemable Warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the agreement governing the Redeemable Warrants. Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole, but not in part, at a price of $0.01 per Redeemable Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day Eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units subject to the Public Offering. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. The Deferred Discount has been recorded as a deferred liability on the balance sheet at the Close Date. |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 7,187,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. The Founder Shares are the same as Class B common stock. On September 15, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors and special adviser (together, with the Sponsor, the “Initial Stockholders”) at a purchase price of approximately $0.004 per share. At the Close Date, 937,500 Founder Shares were subject to forfeiture by the Sponsor if the underwriter’s over-allotment option is not exercised in full within 45 days after the Close Date. As of the Close Date, the Initial Stockholders held 7,187,500 Founder Shares. The Founder Shares are identical to shares of Class A common stock sold in the Public Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination; • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the initial stockholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they 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 and (ii) 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 18 months from the Proposed Offering. If the Company submits the Business Combination to the public stockholders for a vote, the initial stockholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Proposed Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A common stock on the first business day following the completion of the Business Combination on a one-for-one basis, subject to Additionally, the Sponsor and initial stockholders will agree not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Proposed Public Offering the Sponsor sold 1,872,159 Founder Shares at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be $13,610,087 or $7.274 per share. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an issuance cost of the Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost was accounted for as an equity contribution from the sponsor. As a portion of the Public Offering consisted of warrants that are accounted for as liabilities, as such a portion of the excess of fair value was expensed to the statement of operations. Private Placement Warrants On the Close Date, the Sponsor purchased from the Company 7,000,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,000,000, in a private placement that occurred in conjunction with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Redeemable Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 18 months from the Close Date, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Loans On June 25, 2021, the Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover related expenses to the Public Offering pursuant to a promissory note. The note was non-interest In addition, in order to fund working capital deficiencies or 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”). Upon the consummation of a Business Combination the Working Capital Loans may be repaid out of the proceeds of the Trust Account released to the Company or, at the lender’s discretion, up to $1,500,000 of the loan balance may be converted into warrants with terms identical to the Private Placement Warrants at a price of $1.00 per warrant. If a Business Combination does not cl o Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Service and Administrative Fees The Company has agreed, commencing on September 27, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Stockholder's Deficit
Stockholder's Deficit | 4 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 5—Stockholders’ Deficit Preferred Stock Class A Common Stock and outstanding, all of which were subject to possible redemption and were classified at their redemption value outside of stockholders’ deficit on the balance sheet. Class B Common Stock Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its common stock prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6—Fair Value Measurements The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Redeemable Warrants $ — $ — $ 12,125,000 $ 12,125,000 Private Placement Warrants — — 6,930,000 6,930,000 Total $ — $ — $ 19,055,000 $ 19,055,000 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at September 30, 2021 was a market approach. |
Commitments
Commitments | 4 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 7—Commitments Registration Rights Holders of the Founder Shares and Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or prior to the effective date of the Proposed Offering. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $5,000,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,750,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Subsequent Events
Subsequent Events | 4 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 available to be issued. Based upon this review, except as noted below, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. On October 22, 2021, the underwriters partially exercised their option to purchase additional Units, resulting in the issuance of an additional 2,510,000 Units at a public offering price of $10.00 per Unit. After giving effect to the Simultaneously, with the sale of an additional 2,510,000 Unit, the Company consummated a private sale of an additional 502,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant. A total of $275,100,000 of the net proceeds from the Public Offering and sale of Private Placement Warrants were deposited into the Trust Account. On November 12, 2021, in connection with the underwriters’ partial exercise of their over-allotment option and waiver of the remaining portion of such option, the Sponsor forfeited an aggregate of 310,000 Founder Shares at no cost, resulting in 6,877,500 outstanding as of November 12, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 4 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim 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 financial information and pursuant to the rules and regulations of the SEC. Accordingly, since the accompanying interim unaudited financial statements are condensed, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2021 and for the period from June 1, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited condensed financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on September 29, 2021. |
Immaterial Correction of an Error | Immaterial Correction of an Error Subsequent to filing the audited balance sheet as of September 30, 2021 within the 8-K filed on October 6, 2021, the Company determined that derivative warrant liabilities and accumulated deficit were overstated by $1,009,105 and net loss was understated by $1,009,105. Management recorded an entry to correct this error. In the opinion of management, the error is not material to prior reported amounts. |
Accounting Standards Adoption | Accounting Standards Adoption Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and 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 and cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. |
Cash Held in Trust Account | Cash Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in cash. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At September 30, 2021, the Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Redeemable Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows: September 30, Implied volatility 21 % Risk-free interest rate 0.98 % Instrument exercise price for one share of Class A common stock $ 11.50 Expected term 5 years |
Redeemable Shares | Redeemable Shares All of the 25,000,000 Class A common stock shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial 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 as of 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net loss per Common Stock Shares | Net loss per Common Stock Shares The Company applies the two-class Three Months Ended September 30, 2021 Period from June 1, 2021 30, 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net loss allocable to Class A Common Stock subject to possible redemption Denominator: Weighted Average Class A Common Stock $ (69,398 ) $ (64,656 ) Basic and diluted weighted average shares outstanding 277,778 204,918 Basic and diluted net income per share $ (0.25 ) $ (0.32 ) Class B Common Stock Numerator: Net Loss minus Net Earnings Net loss allocable to Class B Common Stock $ (1,795,663 ) $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 7,187,500 5,714,652 Basic and diluted net loss per share $ (0.25 ) $ (0.32 ) |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of September 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 4 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities | Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows: September 30, Implied volatility 21 % Risk-free interest rate 0.98 % Instrument exercise price for one share of Class A common stock $ 11.50 Expected term 5 years |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended September 30, 2021 Period from June 1, 2021 30, 2021 Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Net loss allocable to Class A Common Stock subject to possible redemption Denominator: Weighted Average Class A Common Stock $ (69,398 ) $ (64,656 ) Basic and diluted weighted average shares outstanding 277,778 204,918 Basic and diluted net income per share $ (0.25 ) $ (0.32 ) Class B Common Stock Numerator: Net Loss minus Net Earnings Net loss allocable to Class B Common Stock $ (1,795,663 ) $ (1,803,105 ) Denominator: Weighted Average Class B Common Stock Basic and diluted weighted average shares outstanding 7,187,500 5,714,652 Basic and diluted net loss per share $ (0.25 ) $ (0.32 ) |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Table) | 4 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Redeemable Warrants $ — $ — $ 12,125,000 $ 12,125,000 Private Placement Warrants — — 6,930,000 6,930,000 Total $ — $ — $ 19,055,000 $ 19,055,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jun. 25, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 15, 2021 |
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Entity incorporation, Date of incorporation | Jun. 1, 2021 | ||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | |||
Term of restricted investments | 180 days | ||||
Share Price | $ 10 | $ 10 | $ 10 | ||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | |||
Proceeds from issue of warrants | 7,000,000 | ||||
Cash | 719,171 | 719,171 | |||
Proceeds received from initial public offering, gross | 250,000,000 | ||||
Proceeds from issuance initial public offering and warrants | 257,000,000 | ||||
Payment for underwriting discounts | 5,000,000 | ||||
Payment for deposits into operating cash account | 2,000,000 | ||||
Total transaction costs | 14,256,471 | ||||
Payment for underwriting expenses | 13,750,000 | ||||
Other offering costs | 506,471 | ||||
Payments to acquire restricted investments | 250,000,000 | ||||
Repayment of related party debt | $ 176,000 | ||||
Number of days of amount then on deposits in trust account used for determining share redemption | 2 days | ||||
Number of days within which the public shares shall be redeemed | 10 days | ||||
Net working capital | 1,400,000 | $ 1,400,000 | |||
Accrual for taxes other than income taxes, Current | $ 150,000 | 150,000 | |||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Proceeds from note payable to related party | $ 176,000 | ||||
Public Shares [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||||
Sponsor [Member] | Related Party Note [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Proceeds from note payable to related party | $ 176,000 | ||||
Common Class A [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Stock issued during the period shares | 25,000,000 | ||||
Shares issuable warrant | 1 | 1 | |||
Founder Shares [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||||
Founder Shares [Member] | Sponsor [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Stock issued during the period shares | 7,187,500 | ||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||
IPO [Member] | Common Class A [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Stock issued during the period shares | 25,000,000 | ||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | |||
Common stock conversion basis | each consisting of one Class A common stock (“Public Share”) and one half of one redeemable warrant (“Redeemable Warrant”) | ||||
Shares issuable warrant | 1 | 1 | |||
Proceeds received from initial public offering, gross | $ 250,000,000 | ||||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation [Line Items] | |||||
Proceeds from issue of warrants | $ 7,000,000 | ||||
Class of warrants or rights issued during period, Warrants | 7,000,000 | ||||
Class of warrants or rights issued during period, Warrants, Price per warrant | $ 1 | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities (Detail) - Fair Value, Inputs, Level 3 [Member] - Warrant Securities [Member] - Fair Value, Recurring [Member] | Sep. 30, 2021yrd |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 21 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.98 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 11.50 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | yr | 5 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities (Parenthetical) (Detail) | Sep. 30, 2021shares |
Common Class A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Shares issuable warrant | 1 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 4 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Redeemable Class A Common Stock [Member] | ||
Numerator: Earnings allocable to Redeemable Class A Common Stock | ||
Net loss allocable to Class A Common Stock subject to possible redemption | $ (69,398) | $ (64,656) |
Common Class A [Member] | ||
Denominator: Weighted Average Common Stock | ||
Basic and diluted weighted average shares outstanding | 277,778 | 204,918 |
Basic and diluted net income(loss) per share | $ (0.25) | $ (0.32) |
Common Class B [Member] | ||
Numerator: Net Loss minus Net Earnings | ||
Net loss allocable to Class B Common Stock | $ (1,795,663) | $ (1,803,105) |
Denominator: Weighted Average Common Stock | ||
Basic and diluted weighted average shares outstanding | 7,187,500 | 5,714,652 |
Basic and diluted net income(loss) per share | $ (0.25) | $ (0.32) |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Detail) - USD ($) | Oct. 06, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | May 31, 2021 |
Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Cash FDIC insured amount | 250,000 | 250,000 | |||
Unrecognized tax benefits | 0 | 0 | |||
Unrecognized tax benefits, income tax penalities and interest accrued | 0 | 0 | |||
Share based payment arrangement, expense | 0 | ||||
Derivative warrant liabilities | 19,055,000 | 19,055,000 | |||
Accumulated deficit | (26,441,420) | (26,441,420) | |||
Net loss | $ (2,700) | $ (1,865,061) | $ (1,867,761) | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | Subsequent Event [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Derivative warrant liabilities | $ 1,009,105 | ||||
Accumulated deficit | 1,009,105 | ||||
Net loss | $ 1,009,105 | ||||
Common Class A [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Temporary equity, Shares outstanding | 0 | 25,000,000 | 25,000,000 | 0 | |
Class of warrants or rights, Number of securities called by warrant or rights | 19,500,000 | 19,500,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 15, 2021 | |
Public Offering [Line Items] | |||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||
Share price | $ 10 | $ 10 | $ 10 |
Number of days after consummation of business combination within which the securities shall be registered | 15 days | ||
Percentage of purchased units in IPO to the Public Offering | 9.90% | ||
Payment for underwriting discounts | $ 5,000,000 | ||
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | |
Underwriters Agreement [Member] | |||
Public Offering [Line Items] | |||
Percentage of payment for underwriting discounts | 2.00% | ||
Payment for underwriting discounts | $ 5,000,000 | ||
Percentage of deferred compensation liability classified noncurrent | 3.50% | 3.50% | |
Deferred underwriting fee payable | $ 8,750,000 | $ 8,750,000 | |
Public Shares [Member] | |||
Public Offering [Line Items] | |||
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||
Number of trading days determining share price | 20 days | ||
Number of days determining share price | 30 days | ||
Public Shares [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | |||
Public Offering [Line Items] | |||
Share price | $ 18 | $ 18 | |
Common Class A [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period new shares issued | 25,000,000 | ||
Shares issuable warrant | 1 | 1 | |
Number of days determining share price | 10 days | ||
Common Class A [Member] | Share Price Equals Or Exceeds Ten USD [Member] | |||
Public Offering [Line Items] | |||
Share price | $ 10 | $ 10 | |
Redeemable Warrant [Member] | |||
Public Offering [Line Items] | |||
Class of warrant or right, number of days after which warrants or rights exercisable | 30 days | ||
Class of warrant or right, number of months after which warrants or rights exercisable | 12 months | ||
Warrants and rights outstanding, term | 5 years | 5 years | |
Period within which business combination shall be consummated from the consummation of initial public offer | 18 months | ||
Class of warrant or right, redemption price per warrant | $ 0.01 | $ 0.01 | |
Minimum notice period | 30 days | ||
Number of days after the warrant become exercisable | 90 days | ||
Redeemable Warrant [Member] | Common Class A [Member] | |||
Public Offering [Line Items] | |||
Minimum notice period | 30 days | ||
IPO [Member] | Common Class A [Member] | |||
Public Offering [Line Items] | |||
Stock issued during period new shares issued | 25,000,000 | ||
Shares issued price per share | 10 | $ 10 | |
Warrants exercise price per share | $ 11.50 | $ 11.50 | |
Shares issuable warrant | 1 | 1 | |
IPO [Member] | Redeemable Warrant [Member] | Common Class A [Member] | |||
Public Offering [Line Items] | |||
Warrants exercise price per share | $ 11.50 | $ 11.50 | |
Shares issuable warrant | 1 | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 27, 2021 | Sep. 15, 2021 | Jun. 25, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | May 31, 2021 |
Related Party Transaction [Line Items] | |||||||
Share price | $ 10 | $ 10 | $ 10 | ||||
Proceeds from issue of warrants | $ 7,000,000 | ||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Temporary equity, Shares outstanding | 7,187,500 | ||||||
Minimum lock in period for shares to waive after the closing the business combination from the proposed offering | 18 months | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issuable warrant | 1 | 1 | |||||
Stock issued during period new shares issued | 25,000,000 | ||||||
Temporary equity, Shares outstanding | 0 | 25,000,000 | 25,000,000 | 0 | |||
Common Class A [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants exercise price per share | $ 11.50 | ||||||
Shares issuable warrant | 1 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit maximum borrowing capacity | $ 300,000 | ||||||
Repayments of lines of credit | 176,000 | ||||||
Sponsor [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt converted to shares amount | $ 1,500,000 | ||||||
Debt conversion price | $ 1 | ||||||
Stock issued during period new shares issued | 7,187,500 | ||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||||
Shares issued price per share | $ 0.003 | ||||||
Shares issued, shares, share-based payment arrangement, forfeited | 937,500 | ||||||
Underwriter's over-allotment option vesting period | 45 days | ||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 25,000 | ||||||
Shares issued price per share | $ 0.004 | ||||||
Sponsor [Member] | Founder Shares [Member] | Administration And Support Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction fees payable per month | $ 10,000 | ||||||
Sponsor [Member] | Common Class A [Member] | Share Price Equals Or Exceeds To Twelve Per Share [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share transfer, trigger price per share | $ 12 | ||||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||
Proposed Public Offering [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period new shares issued | 1,872,159 | ||||||
Shares issued price per share | $ 7.274 | ||||||
Equity method investment ownership percentage | 100.00% | ||||||
Equity method investment, aggregate cost | $ 13,610,087 | ||||||
Private Placement [Member] | Sponsor [Member] | Private Placement Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from issue of warrants | $ 7,000,000 | ||||||
Class of warrants or rights issued during period, Warrants | 7,000,000 | ||||||
Class of warrants or rights issued during period, Warrants, Price per warrant | $ 1 |
Stockholder's Deficit - Additi
Stockholder's Deficit - Additional Information (Detail) - $ / shares | 4 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | |
Class of Stock [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
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 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Temporary equity, Par or stated value per share | $ 0.0001 | ||
Temporary equity, Shares authorized | 200,000,000 | ||
Temporary equity, Shares issued | 25,000,000 | ||
Temporary equity, Shares outstanding | 25,000,000 | 0 | 0 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 20,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock shares issued | 7,187,500 | ||
Common stock shares outstanding | 7,187,500 | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares subject to forfeiture | 937,500 | ||
Option vesting period | 45 days |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Details) - Fair Value, Recurring [Member] | Sep. 30, 2021USD ($) |
Liabilities: | |
Derivative Liability | $ 19,055,000 |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative Liability | 19,055,000 |
Warrant Securities [Member] | Redeemable Warrants | |
Liabilities: | |
Derivative Liability | 12,125,000 |
Warrant Securities [Member] | Redeemable Warrants | Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative Liability | 12,125,000 |
Warrant Securities [Member] | Private Placement Warrants | |
Liabilities: | |
Derivative Liability | 6,930,000 |
Warrant Securities [Member] | Private Placement Warrants | Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Derivative Liability | $ 6,930,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 4 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Valuation Processes, Description | The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at September 30, 2021 was a market approach. |
Commitments - Additional
Commitments  - Additional Information (Detail) | 4 Months Ended |
Sep. 30, 2021USD ($)Demand | |
Commitments And Contingencies [Line Items] | |
Payments For Underwriting Discounts | $ 5,000,000 |
Deferred Compensation Liability, Classified, Noncurrent | $ 8,750,000 |
Underwriters Agreement [Member] | |
Commitments And Contingencies [Line Items] | |
Number Of Demands That Can Be Made | Demand | 3 |
Percentage Of Payment For Underwriting Discounts | 2.00% |
Payments For Underwriting Discounts | $ 5,000,000 |
Percentage Of Deferred Compensation Liability Classified Noncurrent | 3.50% |
Deferred Compensation Liability, Classified, Noncurrent | $ 8,750,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 12, 2021 | Oct. 22, 2021 | Sep. 30, 2021 |
Founder [Member] | |||
Subsequent Event [Line Items] | |||
Common stock shares outstanding | 6,877,500 | ||
IPO [Member] | Private Placement Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Assets held-in-trust | $ 275,100,000 | ||
Sponsor [Member] | Founder [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares forfeited during the period | 310,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock price per share | $ 10 | ||
Stock issued during period options exercised | 2,510,000 | ||
Class of warrants or rights warrants issued during the period units | 2,510,000 | ||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||
Subsequent Event [Member] | Private Placement Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Class of warrants or rights warrants issued during the period units | 502,000 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 27,510,000 |