Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 10, 2021 | |
Document 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 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Opy Acquisition Corp. I | |
Entity Central Index Key | 0001870778 | |
Entity File Number | 001-40968 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 85-2624164 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 85 Broad Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | 212 | |
Local Phone Number | 668-8000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | OHAA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 12,650,000 | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | OHAAU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | OHAAW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,162,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS | |||
Cash | $ 80,034 | $ 25,000 | |
Total current assets | 80,034 | 25,000 | |
OTHER ASSETS | |||
Deferred offering costs | 134,190 | 25,000 | |
Total other assets | 134,190 | 25,000 | |
TOTAL ASSETS | 214,224 | 50,000 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 20,285 | 1,000 | |
Accrued offering costs | 22,295 | ||
Notes payable - related party | 205,000 | ||
Due to affiliates | 25,000 | ||
Total current liabilities | 247,580 | 26,000 | |
TOTAL LIABILITIES | 247,580 | 26,000 | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
STOCKHOLDER'S EQUITY (DEFICIT) | |||
Common stock | [1],[2] | 316 | 316 |
Additional paid-in capital | 24,684 | 24,684 | |
Accumulated deficit | (58,356) | (1,000) | |
TOTAL STOCKHOLDER'S EQUITY (DEFICIT) | (33,356) | 24,000 | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | $ 214,224 | $ 50,000 | |
[1] | Common stock have been retroactively restated to reflect the recapitalization of the Company in the form of a 10% stock dividend (see Note 5). | ||
[2] | This number includes an aggregate of up to 412,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Common stock, par or stated value per share | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares, issued | 3,162,500 |
Common stock, shares outstanding | 3,162,500 |
Percentage Of Dividend In The Form Of Shares | 10.00% |
Over-Allotment Option | |
Common stock, other shares, outstanding | 412,500 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | ||
EXPENSES | ||||
General and administrative expenses | $ 1,000 | $ 47,744 | $ 57,362 | |
Total expenses | 1,000 | 47,744 | 57,362 | |
OTHER INCOME (LOSS) | ||||
Interest income | 0 | 0 | 6 | |
NET LOSS | $ (1,000) | $ (47,744) | $ (57,356) | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | [1],[2] | 2,750,000 | 2,750,000 | 2,750,000 |
BASIC AND DILUTED NET LOSS PER SHARE | $ 0 | $ 0.02 | $ 0.02 | |
[1] | Common stock have been retroactively restated to reflect the recapitalization of the Company in the form of a 10% stock dividend (see Note 5). | |||
[2] | This number excludes an aggregate of up to 412,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) | Sep. 30, 2021shares | Sep. 30, 2021shares |
Percentage of stock dividend declared | 10.00% | 10.00% |
Over-Allotment Option | ||
Common stock, other shares, outstanding | 412,500 | 412,500 |
Statements Of Changes In Stockh
Statements Of Changes In Stockholder's Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
Beginning Balance, shares at Jul. 20, 2020 | |||||
Beginning Balance, Value at Jul. 20, 2020 | |||||
Issuance of common stock to Sponsor, Shares | [1],[2] | 3,162,500 | |||
Issuance of common stock to Sponsor, Value | [1],[2] | 25,000 | $ 316 | 24,684 | |
Net loss | (1,000) | (1,000) | |||
Ending balance, shares at Sep. 30, 2020 | 3,162,500 | ||||
Ending Balance, Value at Sep. 30, 2020 | 24,000 | $ 316 | 24,684 | (1,000) | |
Beginning Balance, shares at Dec. 31, 2020 | 3,162,500 | ||||
Beginning Balance, Value at Dec. 31, 2020 | 24,000 | $ 316 | 24,684 | (1,000) | |
Net loss | (9,612) | (9,612) | |||
Ending balance, shares at Jun. 30, 2021 | 3,162,500 | ||||
Ending Balance, Value at Jun. 30, 2021 | 14,388 | $ 316 | 24,684 | (10,612) | |
Beginning Balance, shares at Dec. 31, 2020 | 3,162,500 | ||||
Beginning Balance, Value at Dec. 31, 2020 | 24,000 | $ 316 | 24,684 | (1,000) | |
Net loss | (57,356) | ||||
Ending balance, shares at Sep. 30, 2021 | 3,162,500 | ||||
Ending Balance, Value at Sep. 30, 2021 | (33,356) | $ 316 | 24,684 | (58,356) | |
Beginning Balance, shares at Jun. 30, 2021 | 3,162,500 | ||||
Beginning Balance, Value at Jun. 30, 2021 | 14,388 | $ 316 | 24,684 | (10,612) | |
Net loss | (47,744) | (47,744) | |||
Ending balance, shares at Sep. 30, 2021 | 3,162,500 | ||||
Ending Balance, Value at Sep. 30, 2021 | $ (33,356) | $ 316 | $ 24,684 | $ (58,356) | |
[1] | Common stock have been retroactively restated to reflect the recapitalization of the Company in the form of a 10% stock dividend (see Note 5). | ||||
[2] | This number includes an aggregate of up to 412,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Statements Of Changes In Stoc_2
Statements Of Changes In Stockholder's Equity (Deficit) (Parenthetical) | Sep. 30, 2021shares | Sep. 30, 2021shares |
Percentage of stock dividend declared | 10.00% | 10.00% |
Over-Allotment Option | ||
Common stock, other shares, outstanding | 412,500 | 412,500 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,000) | $ (57,356) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts payable | 1,000 | 19,285 |
Net cash flows used in operating activities | (38,071) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payment of Deferred Offering Costs | (81,895) | |
Proceeds from issuance of common stock to Sponsor | 25,000 | |
Proceeds from notes payable—related party | 175,000 | |
Net cash flows provided by financing activities | 25,000 | 93,105 |
NET CHANGE IN CASH | 25,000 | 55,034 |
CASH, BEGINNING OF PERIOD | 25,000 | |
CASH, END OF PERIOD | 25,000 | 80,034 |
Supplemental disclosure of noncash activities: | ||
Payment of deferred offering costs by notes payable—related party | 27,295 | |
Deferred offering costs included in accrued offering costs | 22,295 | |
Conversion of due to affiliate through issuance of Notes Payable | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 – Description of Organization and Business Operations and Liquidity OPY Acquisition Corp. I (the “Company”) was incorporated in Delaware on July 20, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below. The 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 income units (“Units”) which is discussed in Note 3. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one-half of one warrant to purchase a share of Class A common stock at $11.50 per share (the “Public Warrants”). On November 5, 2021, the underwriter fully exercised its over-allotment option (the “Over-Allotment”) to purchase an additional 1,650,000 Units at $10.00 per Unit generating additional gross proceeds of $16,500,000. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 2,100,667 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, OPY Acquisition LLC I (the “Sponsor”) generating gross proceeds of $3,051,000 which is described in Note 4. Simultaneously with the closing the Over-Allotment, the Company consummated the sale of an additional 110,000 Private Placement Warrants at a price of $1.50 in a private placement to the Sponsor, generating gross proceeds of $165,000 which is described in Note 4. Offering costs for the IPO amounted to $2,654,349, consisting of 1,466,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $2,200,000 of underwriting fees and $454,349 of other costs. Offering costs for the Over-Allotment amounted to $330,000 consisting of 220,000 Private Placement Warrants valued at $1.50 per Private Warrant or $330,000 of underwriting fees. Following the closing of the IPO and the Over-Allotment $ 127,765,000 Rule 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Accounting Standards Codifications (“ASC”) 480-10-S99, redemption ASC 470-20. The ASC 480-10-S99. If Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the 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 Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by April 29, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses of approximately $2,059,000 was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that these financial statements were issued, and therefore substantial doubt has been alleviated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on October 26, 2021 as well as the Company’s Current Report on Form 8-K, Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 340-10-S99-1. Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that will be charged against the carrying value of the Class A Common Stock upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense . No a The provision for income taxes was deemed to be de minimis Class A common stock subject to possible redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Net Loss per Common Share The Company complies with accounting and disclosure requirements of 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 by the Sponsor. Weighted average shares included an aggregate of 412,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021, with no impact upon adoption. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO and the Over-Allotment on October 29, 2021 and November 5, 2021 respectively, an aggregate of and one-half a whole |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, on October 29, 2021 the Company consummated the issuance and sale (“Private Placement”) of 2,100,667 Private Placement Warrants in a private placement transaction at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $3,051,000. Upon the closing of the Over-Allotment on November 5, 2021, the Company consummated a private sale of an additional 110,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $165,000. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless. The Sponsor and the Company’s officers and directors and other holders have 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On August 20, 2020, the Sponsor purchased 2,875,000 shares of common stock If the Company increases or decreases the size of the offering, the Company will effect a stock dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the IPO in such amount as to maintain the Founder Share ownership of the Company’s stockholders prior to the IPO at 20.0% of the Company’s issued and outstanding common stock upon the consummation of the IPO. On November 5, 2021 the underwriters exercised the over-alloment option in full and no Founders shares were forfeited. The sponsor will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the common equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Related Party Loans On March 30, 2021, the Sponsor loaned the Company an aggregate of up to $75,000 to cover expenses related to the IPO pursuant to a promissory note. On March 31, 2021, the Company and the Sponsor entered into a second promissory note (collectively, the “Notes”) for $30,000 which converted the due to affiliate balance of $25,000 at December 31, 2020 related to the offering costs paid by the Sponsor on the Company’s behalf. On September 15, 2021, the Company and the Sponsor entered into a third promissory note for $100,000 to cover expenses related to the IPO. These loans are non-interest bearing 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.0 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. At September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Support Services The Company intends to pay an entity affiliated with the Sponsor a fee of approximately $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for office space and administrative support services. As of September 30, 2021 and December 31, 2020, no amounts have been accrued or paid under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement T The underwriters were paid an underwriting fee consisting of 1,466,667 warrants for the IPO and an additiona l warrants in connection with the Over-Allotment valued at in the aggregate under the same terms as the Private Placement Warrants. Additionally, the underwriters were issued an additional 220,000 Private Placement Warrants in addition to the 1,466,667 Private Placement Warrants at closing, for a total of 1,686,667 Private Placement Warrants owned at November 5, 2021. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Pursuant to the Amended and Restated Certificate of Incorporation as of October 26, Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2021 and December 31, 2020, there were no shares of Class A Common stock issued and outstanding. Common Stock — The Company is authorized to issue 10,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 3,162,500 shares of common stock issued and outstanding, none of which is subject to forfeiture as the underwriter’s exercised the over-allotment option in full on November 5, 2021 . The Sponsor will collectively own 20% of the Company’s issued and outstanding common stock after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and excluding the representative shares). Holders of common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. At September 30, 2021 and December 31, 2020, there were no warrants issued and outstanding. Subsequent to IPO, and as of date, the Company has 6,325,000 Public Warrants and 3,897,334 Private Placement Warrants outstanding—The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 day prior written notice of redemption, which we refer to as the “30-day redemption • if, and only if, the last reported sale price (the “closing price”) of our common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those common stock is available throughout the 30-day redemption If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that, other than as previously disclosed within in relation to the IPO, Over-Allotment, and Private Placement and discussed below, there were no subsequent events that would require adjustment or disclosure. Following the closing of the IPO on October 29, |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on October 26, 2021 as well as the Company’s Current Report on Form 8-K, |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 340-10-S99-1. Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that will be charged against the carrying value of the Class A Common Stock upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“FASB ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense . No a The provision for income taxes was deemed to be de minimis |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. |
Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of 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 by the Sponsor. Weighted average shares included an aggregate of 412,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Accounting for warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021, with no impact upon adoption. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. The Company’s management does not believe that any other 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 and Liquidity - Additional Information (Detail) | Nov. 05, 2021USD ($)$ / sharesshares | Oct. 29, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)Day$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares |
Entity incorporation, Date of incorporation | Jul. 20, 2020 | ||||
Temporary equity, Redemption price per share | $ / shares | $ 10.10 | $ 10.10 | |||
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |||
Percentage of public shares for which redemption restriction is applied | 15.00% | 15.00% | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |||
Business combination completion date | Apr. 29, 2023 | ||||
Period within which business combination shall be consummated from the closing of initial public offer | 18 months | ||||
Number of days within which the public shares shall be redeemed | Day | 10 | ||||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 100,000 | $ 100,000 | |||
Temporary equity, Liquidation preference per share | $ / shares | $ 10.10 | $ 10.10 | |||
Proceeds from issuance of common stock | $ 25,000 | ||||
Minimum | |||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | 80.00% | |||
Equity method investment, Ownership percentage | 50.00% | 50.00% | |||
Working Capital | |||||
Liquidity Fund Offering Expenses | $ 2,059,000 | $ 2,059,000 | |||
IPO | |||||
Payments for underwriting expense | 1,466,667 | ||||
Over-Allotment Option | |||||
Payments for underwriting expense | $ 220,000 | ||||
Subsequent Event | |||||
Proceeds from issuance initial public offering | $ 127,765,000 | ||||
Per share value of restricted assets | $ / shares | $ 10.10 | ||||
Term of restricted investments | 180 days | ||||
Proceeds from issuance of private placement | $ 127,765,000 | ||||
Subsequent Event | Sponsor | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | ||||
Class of warrants and rights issued during the period | shares | 110,000 | ||||
Proceeds from issuance of private placement | $ 165,000 | ||||
Subsequent Event | IPO | |||||
Offering costs | $ 2,654,349 | ||||
Payments for underwriting expense | 2,200,000 | ||||
Other offering costs | $ 454,349 | ||||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-half a redeemable warrant (each, a “Public Warrant”). | ||||
Subsequent Event | IPO | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense | shares | 1,466,667 | 1,466,667 | |||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | ||||
Subsequent Event | Private Placement | Sponsor | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued | shares | 110,000 | 2,100,667 | |||
Class of warrant or right, Warrants issued, Price per warrant | $ / shares | $ 1.50 | $ 1.50 | |||
Proceeds from issuance of warrants | $ 165,000 | $ 3,051,000 | |||
Subsequent Event | Over-Allotment Option | |||||
Stock issued during period, Shares | shares | 1,650,000 | ||||
Proceeds from issuance initial public offering | $ 16,500,000 | ||||
Offering costs | 330,000 | ||||
Payments to acquire restricted investments | $ 127,765,000 | ||||
Share price | $ / shares | $ 10 | ||||
Proceeds from issuance of common stock | $ 16,500,000 | ||||
Subsequent Event | Over-Allotment Option | Private Placement Warrants | |||||
Class of warrant or right, Warrants issued to cover underwriting expense | shares | 1,686,667 | 220,000 | |||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ / shares | $ 1.50 | ||||
Subsequent Event | Class A Common Stock | |||||
Proceeds from issuance initial public offering | $ 110,000,000 | ||||
Stock conversion basis | one-half of one | ||||
Subsequent Event | Class A Common Stock | Public Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Subsequent Event | Class A Common Stock | IPO | |||||
Stock issued during period, Shares | shares | 11,000,000 | ||||
Shares issued, Price per share | $ / shares | $ 10 | ||||
Subsequent Event | Class A Common Stock | IPO | Public Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Subsequent Event | Class A Common Stock | Private Placement | Private Placement Warrants | |||||
Shares issuable per warrant | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 11.50 | ||||
Subsequent Event | Class A Common Stock | Over-Allotment Option | |||||
Stock issued during period, Shares | shares | 12,650,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash equivalents at carrying value | $ 0 | $ 0 |
Cash, FDIC insured amount | 250,000 | 250,000 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 |
Over-Allotment Option | ||
Common stock, other shares, outstanding | 412,500 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment - Additional Information (Detail) - Subsequent Event - $ / shares | Nov. 05, 2021 | Oct. 29, 2021 |
IPO | ||
Business Acquisition [Line Items] | ||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-half a redeemable warrant (each, a “Public Warrant”). | |
Over-Allotment Option [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 1,650,000 | |
Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Stock conversion basis | one-half of one | |
Class A Common Stock | Public Warrants | ||
Business Acquisition [Line Items] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A Common Stock | IPO | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 11,000,000 | |
Shares issued, Price per share | $ 10 | |
Class A Common Stock | IPO | Public Warrants | ||
Business Acquisition [Line Items] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A Common Stock | Over-Allotment Option [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, Shares | 12,650,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrants - USD ($) | Nov. 05, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Lock up period | 30 days | ||
Class A Common Stock | Private Placement | Subsequent Event | |||
Class of warrant or right, number of securities called by each warrant or right | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||
Sponsor | Private Placement | Subsequent Event | |||
Class of warrant or right, Warrants issued | 110,000 | 2,100,667 | |
Class of warrant or right, Warrants issued, Price per warrant | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 165,000 | $ 3,051,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 05, 2021 | Oct. 29, 2021 | Oct. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 15, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Percentage of stock dividend declared | 10.00% | 10.00% | ||||||||||
Common stock, shares, issued | 3,162,500 | 3,162,500 | 3,162,500 | |||||||||
Stock issued during period, value, issued for services | [1],[2] | $ 25,000 | ||||||||||
Common stock, shares outstanding | 3,162,500 | 3,162,500 | 3,162,500 | |||||||||
Notes payable - related party | $ 205,000 | $ 205,000 | ||||||||||
Subsequent Event | ||||||||||||
Percentage of stock dividend declared | 10.00% | |||||||||||
Common stock, shares, issued | 3,162,500 | |||||||||||
Common stock, shares outstanding | 3,162,500 | |||||||||||
Sponsor | ||||||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||||
Notes payable - related party | $ 205,000 | $ 0 | $ 205,000 | |||||||||
Sponsor | Promissory Note | ||||||||||||
Debt instrument, face amount | $ 75,000 | |||||||||||
Sponsor | Second Promissory Note | ||||||||||||
Debt instrument, face amount | $ 30,000 | |||||||||||
Sponsor | Due To Affiliate Current Amount Converted To Second Promissory Note | ||||||||||||
Debt conversion, original debt, amount | 25,000 | |||||||||||
Sponsor | Third Promissory Note | ||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||
Sponsor | Notes | ||||||||||||
Debt instrument, payment terms | payable on the completion of the IPO or June 30, 2022, whichever is earlier | |||||||||||
Sponsor | Restriction On Transfer of Founder Shares | ||||||||||||
Number of trading days determining share price | 30 days | |||||||||||
Number of consecutive trading days determining share price | 20 days | |||||||||||
Threshold number of trading days determining share price | 150 days | |||||||||||
Sponsor | Restriction On Transfer of Founder Shares | Share Price Equals or Exceeds Twelve USD | ||||||||||||
Share price | $ 12 | $ 12 | ||||||||||
An Entity Affiliated With The Sponsor | Support Services | ||||||||||||
Due to related parties, current | $ 0 | 0 | $ 0 | |||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 0 | $ 0 | ||||||||||
An Entity Affiliated With The Sponsor | Support Services | Subsequent Event | ||||||||||||
Related party transaction, amounts of transaction | $ 10,000 | |||||||||||
Working Capital Loans | ||||||||||||
Debt instrument, convertible, carrying amount of equity component | 2,000,000 | 2,000,000 | ||||||||||
Debt instrument, convertible, conversion price | $ 1.50 | |||||||||||
Bank overdrafts | $ 0 | $ 0 | $ 0 | |||||||||
Founder Shares | ||||||||||||
Percentage of common stock issued and outstanding | 20.00% | 20.00% | ||||||||||
Founder Shares | Subsequent Event | ||||||||||||
Percentage of common stock outstanding | 20.00% | |||||||||||
Founder Shares | Sponsor | ||||||||||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||||||||
Common stock, terms of conversion | The Founder Shares will automatically convert into common shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, | |||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||
Lock up period | 1 year | |||||||||||
IPO | Founder Shares | Subsequent Event | ||||||||||||
Percentage of common stock issued and outstanding | 20.00% | |||||||||||
Over-Allotment Option | ||||||||||||
Common stock, other shares, outstanding | 412,500 | 412,500 | ||||||||||
Over-Allotment Option | Subsequent Event | ||||||||||||
Common stock, other shares, outstanding | 412,500 | |||||||||||
Share price | $ 10 | |||||||||||
Over-Allotment Option | Founder Shares | Subsequent Event | ||||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 0 | |||||||||||
[1] | Common stock have been retroactively restated to reflect the recapitalization of the Company in the form of a 10% stock dividend (see Note 5). | |||||||||||
[2] | This number includes an aggregate of up to 412,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Nov. 05, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Over-Allotment Option | |||
Loss Contingencies [Line Items] | |||
Payments for underwriting expense | $ 220,000 | ||
IPO | |||
Loss Contingencies [Line Items] | |||
Payments for underwriting expense | $ 1,466,667 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Proceeds from issuance initial public offering | $ 127,765,000 | ||
Subsequent Event | Over-Allotment Option | |||
Loss Contingencies [Line Items] | |||
Stock issued during period, Shares | 1,650,000 | ||
Proceeds from issuance initial public offering | $ 16,500,000 | ||
Subsequent Event | Over-Allotment Option | Private Placement Warrants | |||
Loss Contingencies [Line Items] | |||
Class of warrant or right, Warrants issued to cover underwriting expense | 1,686,667 | 220,000 | |
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 | ||
Subsequent Event | IPO | |||
Loss Contingencies [Line Items] | |||
Payments for underwriting expense | $ 2,200,000 | ||
Subsequent Event | IPO | Private Placement Warrants | |||
Loss Contingencies [Line Items] | |||
Class of warrant or right, Warrants issued to cover underwriting expense | 1,466,667 | 1,466,667 | |
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 | ||
Subsequent Event | Underwriting Agreement [Member] | Over-Allotment Option | |||
Loss Contingencies [Line Items] | |||
Option vesting period | 45 days | ||
Common stock, shares subscribed but unissued | 1,650,000 | ||
Subsequent Event | Underwriting Agreement [Member] | IPO | |||
Loss Contingencies [Line Items] | |||
Payments for underwriting expense | $ 2,530,000 | ||
Subsequent Event | Underwriting Agreement [Member] | IPO | Private Placement Warrants | |||
Loss Contingencies [Line Items] | |||
Class of warrant or right, Warrants issued to cover underwriting expense | 220,000 | ||
Class of warrant or right, Warrants issued to cover underwriting expense, Price per warrant | $ 1.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Oct. 29, 2021 | Sep. 30, 2021 | Oct. 26, 2021 | Dec. 31, 2020 | Aug. 20, 2020 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common Stock, Voting Rights | one | ||||
Common stock, shares, issued | 3,162,500 | 3,162,500 | |||
Common stock, shares outstanding | 3,162,500 | 3,162,500 | |||
Common Stock | |||||
Number ff Trading Days Determining Volume Weighted Average Trading Price Per Share | 60 days | ||||
Common Stock | Share Price Less Than Nine Point Twenty [Member] | |||||
Share price | $ 9.20 | ||||
Common Stock | Share Price Below Nine Point Twenty USD [Member] | |||||
Volume Weighted Average Trading Price Per Share | $ 9.20 | ||||
Class Of Warrant or Right Exercise Price Adjustment Percentage | 115.00% | ||||
Subsequent Event | |||||
Common stock, shares, issued | 3,162,500 | ||||
Common stock, shares outstanding | 3,162,500 | ||||
Public Warrants | |||||
Minimum Notice Period | 30 days | ||||
Public Warrants | Subsequent Event | |||||
Class Of Warrant Or Right Number Of Days After Which Warrants Or Rights Becomes Exercisable | 30 days | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Sponsor | |||||
Common stock, par or stated value per share | $ 0.0001 | ||||
Percentage of Common Stock Issued And Outstanding Owned After Initial Public Offer | $ 20 | ||||
IPO [Member] | Public Warrants | Subsequent Event | |||||
Common stock, other shares, outstanding | 6,325,000 | ||||
IPO [Member] | Private Placement Warrants [Member] | Subsequent Event | |||||
Common stock, other shares, outstanding | 3,897,334 | ||||
Class A Common Stock | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Voting Rights | one | ||||
Common stock, shares, issued | 0 | 0 | |||
Common stock, shares outstanding | 0 | 0 | |||
Class A Common Stock | Common Stock | |||||
Number of Trading Days Determining Share Price | 20 days | ||||
Number Of Consecutive Trading Days Determining Share Price | 30 days | ||||
Class A Common Stock | Common Stock | Share Price Equals Or Exceeds Eighteen USD [Member] | |||||
Share price | $ 18 | ||||
Class A Common Stock | Public Warrants | |||||
Class of Warrant Or Right Redemption Price per Warrant | $ 0.01 | ||||
Minimum Notice Period | 30 days |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) | Nov. 05, 2021 | Oct. 29, 2021 |
Proceeds from Issuance Initial Public Offering | $ 127,765,000 | |
Proceeds from Issuance of Private Placement | $ 127,765,000 |