10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 001-39921

SCP & CO Healthcare Acquisition Company

(Exact name of registrant as specified in its charter)

Delaware	85-2252723
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2909 W Bay to Bay Blvd., Suite 300

Tampa, FL, 33629

(Address of Principal Executive Offices, including zip code)

(813) 318-9600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	SHACU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	SHAC	The Nasdaq Stock Market LLC
Redeemable Warrants included as part of the units	SHACW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ☒    No  ☐

As of November 17, 2021 there were 23,000,000 shares of Class A common stock, par value $0.0001 per share and 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

SCP & CO HEALTHCARE ACQUISITION COMPANY

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2021 (unaudited) and July 29, 2020 (inception) to September 30, 2020	2
	Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2021 (unaudited) and from July 29, 2020 (inception) to September 30, 2020 (unaudited)	3
	Condensed Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited) and from July 29, 2020 (inception) to September 30, 2020 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Control and Procedures	20
PART II – OTHER INFORMATION		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

SCP & CO HEALTHCARE ACQUISITION COMPANY

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(unaudited)
ASSETS
Current assets
Cash	$	1,333,153		$	25,000
Prepaid Expenses		821,253			—
Total Current Assets		2,154,406			25,000
Deferred offering costs					185,342
Marketable securities and Cash held in Trust Account		230,075,803			—
Deferred tax asset		170,750			—
Total Assets	$	232,400,959		$	210,342
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	201,000		$	1,902
Accrued offering costs		—			37,500
Promissory note—related party		—			147,842
Total Current Liabilities		201,000			187,244
Deferred underwriting fee payable		8,050,000			—
Warrant liability		11,400,400			—
Total Liabilities		19,651,400			187,244
Commitments and Contingencies
Class A common stock subject to possible redemption, 23,000,000 and 0 shares    at $10.00 per share as of September 30, 2021 and December 31, 2020 respectively		230,000,000			—
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none    issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized;   0 issued and outstanding (excluding 23,000,000 and 0 shares subject    to possible redemption) September 30, 2021 and December 31, 2020 respectively		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized;    5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			24,425
Retained earnings (accumulated deficit)		(17,251,016	)		(1,902	)
Total Stockholders’ Equity		(17,250,441	)		23,098
Total Liabilities and Stockholders’ Equity	$	232,400,959		$	210,342

The accompanying notes are an integral part of the financial statements.

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SCP & CO HEALTHCARE ACQUISITION COMPANY

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021			For the Period from July 29, 2020 (inception) to September 30, 2020
Operating costs	$	349,075		$	938,882		$	1,000
Loss from operations		(349,075	)		(938,882	)		(1,000	)
Other income:
Change in fair value of warrant liability		5,299,290			11,982,540
Loss resulting from the excess of fair value of Private Placement Warrants over cash received		—			(1,716,390	)
Offering costs allocated to warrant liabilities		—			(808,110	)
Interest earned on marketable securities held in Trust Account		14,560			75,803
Income before provision for income taxes		4,964,775			8,594,961			(1,000	)
Income tax benefit		90,100			170,750
Net Income	$	5,054,875		$	8,765,711		$	(1,000	)
Weighted average shares outstanding of Class A common stock, basic and diluted		23,000,000			20,893,773			-
Basic and diluted net income per common share, Class A	$	0.18		$	0.33		$	—
Weighted average shares outstanding of Class B common stock, basic and diluted		5,750,000			5,681,066			5,000,000
Basic and diluted net income per common share, Class B	$	0.18		$	0.33		$	(0.00	)

The accompanying notes are an integral part of the financial statements.

2

SCP & CO HEALTHCARE ACQUISITION COMPANY

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three and nine months ended September 30, 2021

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Retained Earnings (Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit)			Equity
Balance — January 1, 2021		—	$	—		5,750,000	$	575	$	24,425		$	(1,902	)	$	23,098
Accretion of Common Stock subject to possible redemption		—		—		—		—		(24,425	)		(26,014,824	)		(26,039,249	)
Net income		—		—		—		—		—			3,710,835			3,710,835
Balance — June 30, 2021 (unaudited)		—		—		5,750,000		575		—			(22,305,891	)		(22,305,316	)
Net income													5,054,875			5,054,875
Balance — September 30, 2021 (unaudited)		—	$	—		5,750,000	$	575	$	—		$	(17,251,016	)	$	(17,250,441	)

July 29, 2020 (inception) to September 30, 2020

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Retained Earnings (Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit)			Equity
Balance — July 29, 2020		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B Common Stock		—		—		5,750,000		575		24,425		—			25,000
Net loss		—		—		—		—		—		(1,000	)		(1,000	)
Balance — September 30, 2020		—	$	—		5,750,000	$	575	$	24,425	$	(1,000	)	$	24,000

The accompanying notes are an integral part of the financial statements.

3

SCP & CO HEALTHCARE ACQUISITION COMPANY

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30, 2021			'For the Period from July 29, 2020 (inception) to September 30, 2020
Cash Flows from Operating Activities:
Net income (loss)	$	8,765,711		$	(1,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(75,803	)
Offering costs		808,110
Change in fair value of warrant liability		(11,982,540	)
Loss resulting from the excess of fair value of Private Placement Warrants over cash received		1,716,390
Changes in operating assets and liabilities:
Prepaid Expenses		(821,253	)
Accrued expenses		199,098			1,000
Income tax payable		(170,750	)
Net cash used in operating activities		(1,561,037	)		-
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(230,000,000	)
Net cash used in investing activities		(230,000,000	)		-
Cash Flows from Financing Activities:
Proceeds from issuance of Class A common stock to the Sponsor		225,400,000
Proceeds from the issuance of Class B common stock	-				25,000
Proceeds from sale of Private Placement Warrants		8,100,000
Repayment of promissory note—related party		(150,978	)
Payment of offering costs		(479,832	)
Net cash provided by financing activities		232,869,190			25,000
Net Change in Cash		1,308,153
Cash – Beginning		25,000
Cash – Ending	$	1,333,153		$	25,000
Non-cash investing and financing activities:
Deferred underwriting fee payable	$	8,050,000
Initial classification of warrant liability	$	23,382,940
Change in Fair Value of warrant liability	$	(11,982,540	)
Accrued offering costs				$	72,675

The accompanying notes are an integral part of the financial statements.

4

SCP & CO HEALTHCARE ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

SCP & CO Healthcare Acquisition Company (the “Company”) was incorporated in Delaware on July 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector 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 the initial public offering (“Initial Public Offering”), 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 in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its overallotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,100,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to SCP & CO Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,100,000, which is described in Note 4.

Transaction costs amounted to $13,280,809, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $630,809 of other offering costs. Of the costs incurred $12,472,699 were related to issuance of Class A common stock and charged to stockholders’ equity and $808,110 of the offering costs were related to the warrant liability and charged to the statement of operations. In addition, as of September 30, 2021, cash of $1,333,153 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on January 26, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below (the “Investment Company Act”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

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

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(initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange 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 Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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 10% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination by January 26, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

6

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 for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2—REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ over-allotment, it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ over-allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the revision on the Company’s financial statements of January 26, 2021, March 31, 2021, and June 30, 2021 are reflected in the following table:

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	As Previously Reported			Adjustment			As Revised
Balance Sheet as of January 26, 2021
Commitments
Class A Common Stock subject to possible redemption		196,560,670			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		360			(360	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		7,525,472			(7,525,472	)		-
Retained earnings (accumulated deficit)		(2,526,402)			(25,913,498	)		(28,439,900	)
Total Stockholders' Equity		5,000,005			(33,439,330	)		(28,439,325	)
Balance Sheet as of March 31, 2021
Commitments
Class A Common Stock subject to possible redemption		208,866,500			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		211			(211	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		-			-			-
Retained earnings (accumulated deficit)		4,999,223			(21,133,289	)		(16,134,066	)
Total Stockholders' Equity		5,000,009			(21,133,500	)		(16,133,491	)
Balance Sheet as of June 30, 2021
Commitments
Class A Common Stock subject to possible redemption		202,694,680			27,305,320			230,000,000
Shareholders' Equity
Class A Common Stock		273			(273	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		6,171,758			(6,171,758	)		-
Retained earnings (accumulated deficit)		(1,172,602	)		(21,133,289	)		(22,305,891	)
Total Stockholders' Equity		5,000,004			(27,305,320	)		(22,305,316	)

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

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companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with 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 and the reported amounts of expenses during the reporting period. Included in these estimates is the fair value or warrant liabilities, which is disclosed in more detail in the Fair Value footnote (see Note 10).

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 8 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. As of September 30, 2021, offering costs amounting to $630,809 were charged to temporary equity and none charged to the income statement upon the completion of the Initial Public Offering. As of September 30, 2021, there was no balance of deferred and accrued offering costs recorded in the accompanying balance sheet.

Marketable securities held in Trust Account

As of September 30, 2021, the assets were held in shares of a money market fund that invests primarily in U.S. Treasury Bills. During the three and nine months ended September 30, 2021, the Company earned $14,560 and $75,803 respectively of interest income from the Trust Account.

Class A Common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as

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a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. During the three and nine months ended September 30, 2021, the Company had a tax benefit of $90,100 and $170,750 respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets were $170,750 and $0, as of September 30, 2021 and December 31, 2020, respectively.

Net Income (Loss) per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding common shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable common shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common shares, net of applicable income taxes, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				Three and Nine Months Ended September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income (loss)		4,043,901		1,010,975		7,029,424		1,736,288		-		(1,000	)
Denominator
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		20,893,773		5,681,066		-		5,000,000
Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	0.33	$	0.33	$	-	$	(0.00	)

As of September 30, 2021 and December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature, except for the derivative warrant liabilities (see note 9).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

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

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Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company is still assessing the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on January 26, 2021 the Company sold 23,000,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,100,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($8,100,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 6 — RELATED PARTIES

Founder Shares

On August 17, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. In September 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares; in December 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares and in January 2021, the Company effected a 718,750 stock dividend, resulting in an aggregate of 5,750,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Support Agreement

Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay the Sponsor $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.  During the three and nine months ended September 30, 2021, the Company incurred fees of $30,000 and $90,000 respectively of administrative fees from the agreement, with no accruals at period end.

Promissory Note—Related Party

On July 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable

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on the earlier of (i) March 31, 2021 or (ii) the consummation of the Proposed Public Offering. On January 26, 2021, the outstanding balance of $150,978 was fully paid. As of September 30, 2021, there was no balance outstanding under the Promissory Note, and the note is no longer available to draw on.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

NOTE 7—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 8—STOCKHOLDERS’ EQUITY

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  23,000,000 and 0 shares of common stock subject to possible redemption, respectively.

Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding, of which an aggregate of up to 750,000 shares of Class B common stock are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

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 The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

NOTE 9—WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering, at a price of $11.50 per share. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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 Public Warrants:

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

• if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10—FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent

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to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

The Company has $230,075,803 held in the trust account. This balance consists of $236 of cash and $230,075,567 held in a money market fund. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2021		December 31, 2020
Assets:
U.S. Treasury Securities Money Market Fund held in Trust Account maturing October 28, 2021		1		230,075,567		—

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	6,670,000	$	—	$	—	$	6,670,000
Private Placement Warrants		—				4,730,400		4,730,400
Total warrant liabilities	$	6,670,000	$	—	$	4,730,400	$	11,400,400

The Private Placement Warrants were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement, which has inherent uncertainties involved. If factors or assumptions change, the estimated fair values could be materially different. The probability assigned the consummation of the Business Combination was 70% which was determined based upon a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions.

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The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Placement Warrant Liability
Fair value, January 26, 2021(1)	$	13,566,550		$	9,816,390
Recognized gain (loss) on change in fair value(2)(3)		(3,791,550	)		(2,891,700	)
Fair value, June 30, 2021(3)		9,775,000			6,924,690
Recognized gain (loss) on change in fair value(2)(3)		(3,105,000	)		(2,194,290	)
Fair value, September 30, 2021(3)	$	6,670,000		$	4,730,400

(1) Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

(2) Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations.

(3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,670,000 during the nine months ended September 30, 2021.

The key inputs into the Monte Carlo pricing model for the Private Warrants were as follows:

	September 30, 2021
Exercise price	$	11.50
Volatility		13.25	%
Option term (in years)		5
Risk-free interest rate		83.00	%
Dividend yield		0	%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on actual historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants.

NOTE 11—SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “us,” “our” or “we” refer to SCP & CO Healthcare Acquisition Company. References to our “management” or our “management team” are to our officers and directors, and references to the “sponsor” are to SCP & CO Sponsor, LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on July 29, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the three-months and nine-months ended September 30, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities held after our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months and nine months ended September 30, 2021, we had a net income of $5,054,875 and $8,765,711, respectively which was as the result of as gain on change in fair value of warrant liability offset by the formation and operating costs.

 Liquidity and Capital Resources

As of September 30, 2021, we had cash of $1,333,153. Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of common stock by our Sponsor and loans from our Sponsor.

On January 26, 2021, we consummated our Initial Public Offering of 23,000,000 Units, at a price of $10.00 per unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 units, generating gross proceeds of $230,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 8,100,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $8,100,000.

18

Following our Initial Public Offering, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $230,000,000 was placed in the trust account. We incurred $13,280,809 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $630,809 of other offering costs.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account of $1,333,153 as of September 30, 2021 primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

Commencing on January 21, 2021, we entered into an agreement pursuant to which it will pay our Sponsor $10,000 per month for office space, secretarial and administrative services. Upon completion of our initial Business Combination or its liquidation, we will cease paying these monthly fees.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

19

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

Recent Accounting Standards

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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company is still assessing the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The net proceeds of the initial public offering and the sale of the private placement warrants held in the trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, are invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The material weakness discussed below was remediated during the quarter ended September 30, 2021.

Remediation of a Material weakness in Internal Control over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of June 30, 2021.

20

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus dated January 21, 2021 filed with the SEC, and in the Form 10-Q for the quarterly Period ended June 30, 2021, dated August 13, 2021 and filed with the SEC on August 13, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

21

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
1.1	Underwriting Agreement, dated January 21, 2021, by and among the Company, Barclays Capital Inc. and Piper Sandler  & Co., the several underwriters. (2)
3.1	Amended and Restated Certificate of Incorporation.(2)
3.2	Bylaws. (1)
4.1	Specimen Unit Certificate. (1)
4.2	Specimen Class A Common Stock Certificate. (1)
4.3	Specimen Warrant Certificate. (1)
4.4	Warrant Agreement dated January 21, 2021 between Continental Stock Transfer & Trust Company and the Company. (2)
10.1	Letter Agreement, dated January 21, 2021, by and among the Company, its officers, its directors and the Sponsor. (2)
10.2	Investment Management Trust Agreement, dated January 21, 2021, by and between the Company and Continental Stock Transfer  & Trust Company, as trustee. (2)
10.4	Registration Rights Agreement, dated January 21, 2021, by and between the Company and the Sponsor (2)
10.5	Administrative Support Agreement, dated January 21, 2021, by and between the Company and the Sponsor (2)
10.6	Private Placement Warrants Purchase Agreement, dated January 21, 2021, by and between the Company and the Sponsor. (2)
10.7	Form of Indemnification Agreement (1)
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101)

* Filed herewith.

** Furnished.

(1) Incorporated by reference to the Company’s Form S-1, originally filed with the SEC on September 29, 2020, as amended.

(2) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 27, 2021.

22

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SCP & CO HEALTHCARE ACQUISITION COMPANY
Date: November 17, 2021	By:	/s/ Scott Feuer
	Name:	Scott Feuer
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 17, 2021	By:	/s/ Joseph Passero
	Name:	Joseph Passero
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

23

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a)  AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Feuer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SCP & CO Healthcare Acquisition Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. (Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942);

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 17, 2021	By:	/s/ Scott Feuer
		Scott Feuer
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Passero, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SCP & Co Healthcare Acquisition Company

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. (Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942);

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 17, 2021	By:	/s/ Joseph Passero
		Joseph Passero
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SCP & Co Healthcare Acquisition Company (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Feuer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2021

/s/ Scott Feuer
Name:	Scott Feuer
Title:	Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SCP & Co Healthcare Acquisition Company (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Passero, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2021

/s/ Joseph Passero
Name:	Joseph Passero
Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Nov. 17, 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 Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Registrant Name	SCP & CO Healthcare Acquisition Company
Entity Central Index Key	0001820160
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	SHAC
Security Exchange Name	NASDAQ
Entity File Number	001-39921
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2252723
Entity Address, Address Line One	2909 W Bay to Bay Blvd.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33629
City Area Code	813
Local Phone Number	318-9600
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
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 redeemable warrant
Trading Symbol	SHACU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the units
Trading Symbol	SHACW
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XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,333,153	$ 25,000
Prepaid Expenses	821,253
Total Current Assets	2,154,406	25,000
Deferred offering costs		185,342
Marketable securities and Cash held in Trust Account	230,075,803
Deferred tax asset	170,750
Total Assets	232,400,959	210,342
Current liabilities
Accrued expenses	201,000	1,902
Accrued offering costs		37,500
Promissory note—related party		147,842
Total Current Liabilities	201,000	187,244
Deferred underwriting fee payable	8,050,000
Warrant liability	11,400,400
Total Liabilities	19,651,400	187,244
Commitments and Contingencies
Class A common stock subject to possible redemption, 23,000,000 and 0 shares at $10.00 per share as of September 30, 2021 and December 31, 2020 respectively	230,000,000
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,425
Retained earnings (accumulated deficit)	(17,251,016)	(1,902)
Total Stockholders’ Equity	(17,250,441)	23,098
Total Liabilities and Stockholders’ Equity	232,400,959	210,342
Common Class A [Member]
Current liabilities
Class A common stock subject to possible redemption, 23,000,000 and 0 shares at $10.00 per share as of September 30, 2021 and December 31, 2020 respectively	23,000,000	0
Common Class B [Member]
Stockholders’ Equity
Common stock, value	575	575
Total Stockholders’ Equity	$ 575	$ 575

XML

Condensed Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	23,000,000	0
Temporary equity, par value	$ 10.00	$ 10.00
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001
Common stock, shares authorized	10,000,000
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

XML

Condensed Statements of Operations - USD ($)	2 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Operating costs	$ 1,000	$ 349,075	$ 938,882
Loss from operations	(1,000)	(349,075)	(938,882)
Other income:
Change in fair value of warrant liability		5,299,290	11,982,540
Loss resulting from the excess of fair value of Private Placement Warrants over cash received			(1,716,390)
Offering costs allocated to warrant liabilities			(808,110)
Interest earned on marketable securities held in Trust Account		14,560	75,803
Income before provision for income taxes	(1,000)	4,964,775	8,594,961
Income tax benefit		90,100	170,750
Net Income	$ (1,000)	5,054,875	8,765,711
Common Class A [Member]
Other income:
Net Income		$ 4,043,901	$ 7,029,424
Weighted average shares outstanding, basic and diluted		23,000,000	20,893,773
Basic and diluted net income per common share		$ 0.18	$ 0.33
Common Class B [Member]
Other income:
Net Income		$ 1,010,975	$ 1,736,288
Weighted average shares outstanding, basic and diluted	5,000,000	5,750,000	5,681,066
Basic and diluted net income per common share	$ 0.00	$ 0.18	$ 0.33

XML

Condensed Statements of Changes in Stockholders' Equity - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Jul. 28, 2020	$ 0		$ 0	$ 0	$ 0
Beginning Balance (in Shares) at Jul. 28, 2020			0
Issuance of Class B Common Stock	25,000		$ 575	24,425
Issuance of Class B Common Stock (in Shares)			5,750,000
Net income (loss)	(1,000)				(1,000)
Ending Balance at Sep. 30, 2020	24,000		$ 575	24,425	(1,000)
Ending Balance (in Shares) at Sep. 30, 2020			5,750,000
Beginning Balance at Dec. 31, 2020	23,098		$ 575	24,425	(1,902)
Beginning Balance (in Shares) at Dec. 31, 2020			5,750,000
Accretion of Common Stock subject to possible redemption	(26,039,249)			(24,425)	(26,014,824)
Net income (loss)	3,710,835				3,710,835
Ending Balance at Jun. 30, 2021	(22,305,316)		$ 575		(22,305,891)
Ending Balance (in Shares) at Jun. 30, 2021			5,750,000
Beginning Balance at Dec. 31, 2020	23,098		$ 575	$ 24,425	(1,902)
Beginning Balance (in Shares) at Dec. 31, 2020			5,750,000
Net income (loss)	8,765,711	$ 7,029,424	$ 1,736,288
Ending Balance at Sep. 30, 2021	(17,250,441)		$ 575		(17,251,016)
Ending Balance (in Shares) at Sep. 30, 2021			5,750,000
Beginning Balance at Jun. 30, 2021	(22,305,316)		$ 575		(22,305,891)
Beginning Balance (in Shares) at Jun. 30, 2021			5,750,000
Net income (loss)	5,054,875	$ 4,043,901	$ 1,010,975		5,054,875
Ending Balance at Sep. 30, 2021	$ (17,250,441)		$ 575		$ (17,251,016)
Ending Balance (in Shares) at Sep. 30, 2021			5,750,000

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Condensed Statement of Cash Flows	2 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income (loss)	$ (1,000)	$ 8,765,711
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(75,803)
Offering costs		808,110
Change in fair value of warrant liability		(11,982,540)
Loss resulting from the excess of fair value of Private Placement Warrants over cash received		1,716,390
Changes in operating assets and liabilities:
Prepaid Expenses		(821,253)
Accrued expenses	1,000	199,098
Income tax payable		(170,750)
Net cash used in operating activities		(1,561,037)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(230,000,000)
Net cash used in investing activities		(230,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Private Placement Warrants		8,100,000
Repayment of promissory note—related party		(150,978)
Payment of offering costs		(479,832)
Net cash provided by financing activities	25,000	232,869,190
Net Change in Cash		1,308,153
Cash – Beginning		25,000
Cash – Ending	25,000	1,333,153
Non-cash investing and financing activities:
Deferred underwriting fee payable		8,050,000
Initial classification of warrant liability		23,382,940
Change in Fair Value of warrant liability		(11,982,540)
Accrued offering costs	72,675
Common Class A [Member]
Cash Flows from Operating Activities:
Net income (loss)		7,029,424
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		225,400,000
Common Class B [Member]
Cash Flows from Operating Activities:
Net income (loss)		$ 1,736,288
Cash Flows from Financing Activities:
Proceeds from issuance of common stock	$ 25,000

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Description of Organization And Business Operations

9 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

SCP & CO Healthcare Acquisition Company (the “Company”) was incorporated in Delaware on July 29, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector 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 the initial public offering (“Initial Public Offering”), 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 in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 21, 2021. On January 26, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its overallotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,100,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to SCP & CO Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,100,000, which is described in Note 4.

Transaction costs amounted to $13,280,809, consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $630,809 of other offering costs. Of the costs incurred $12,472,699 were related to issuance of Class A common stock and charged to stockholders’ equity and $808,110 of the offering costs were related to the warrant liability and charged to the statement of operations. In addition, as of September 30, 2021, cash of $1,333,153 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Initial Public Offering on January 26, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below (the “Investment Company Act”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.

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 $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange 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 Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide 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 10% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination by January 26, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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Revision of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Revision of Previously Issued Financial Statements

NOTE 2—REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should revise its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ over-allotment, it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ over-allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the revision on the Company’s financial statements of January 26, 2021, March 31, 2021, and June 30, 2021 are reflected in the following table:

	As Previously Reported			Adjustment			As Revised
Balance Sheet as of January 26, 2021
Commitments
Class A Common Stock subject to possible redemption		196,560,670			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		360			(360	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		7,525,472			(7,525,472	)		-
Retained earnings (accumulated deficit)		(2,526,402)			(25,913,498	)		(28,439,900	)
Total Stockholders' Equity		5,000,005			(33,439,330	)		(28,439,325	)
Balance Sheet as of March 31, 2021
Commitments
Class A Common Stock subject to possible redemption		208,866,500			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		211			(211	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		-			-			-
Retained earnings (accumulated deficit)		4,999,223			(21,133,289	)		(16,134,066	)
Total Stockholders' Equity		5,000,009			(21,133,500	)		(16,133,491	)
Balance Sheet as of June 30, 2021
Commitments
Class A Common Stock subject to possible redemption		202,694,680			27,305,320			230,000,000
Shareholders' Equity
Class A Common Stock		273			(273	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		6,171,758			(6,171,758	)		-
Retained earnings (accumulated deficit)		(1,172,602	)		(21,133,289	)		(22,305,891	)
Total Stockholders' Equity		5,000,004			(27,305,320	)		(22,305,316	)

In connection with the change in presentation for the Class A common stock subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with 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 and the reported amounts of expenses during the reporting period. Included in these estimates is the fair value or warrant liabilities, which is disclosed in more detail in the Fair Value footnote (see Note 10).

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 8 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. As of September 30, 2021, offering costs amounting to $630,809 were charged to temporary equity and none charged to the income statement upon the completion of the Initial Public Offering. As of September 30, 2021, there was no balance of deferred and accrued offering costs recorded in the accompanying balance sheet.

Marketable securities held in Trust Account

As of September 30, 2021, the assets were held in shares of a money market fund that invests primarily in U.S. Treasury Bills. During the three and nine months ended September 30, 2021, the Company earned $14,560 and $75,803 respectively of interest income from the Trust Account.

Class A Common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. During the three and nine months ended September 30, 2021, the Company had a tax benefit of $90,100 and $170,750 respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets were $170,750 and $0, as of September 30, 2021 and December 31, 2020, respectively.

Net Income (Loss) per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding common shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable common shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common shares, net of applicable income taxes, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				Three and Nine Months Ended September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income (loss)		4,043,901		1,010,975		7,029,424		1,736,288		-		(1,000	)
Denominator
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		20,893,773		5,681,066		-		5,000,000
Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	0.33	$	0.33	$	-	$	(0.00	)

As of September 30, 2021 and December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature, except for the derivative warrant liabilities (see note 9).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company is still assessing the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

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Initial Public Offering

9 Months Ended

Sep. 30, 2021

Stockholders Equity Note [Abstract]

Initial Public Offering

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on January 26, 2021 the Company sold 23,000,000 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

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Private Placement

9 Months Ended

Sep. 30, 2021

Warrants And Rights Note Disclosure [Abstract]

Private Placement

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,100,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($8,100,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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Related Parties

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Parties

NOTE 6 — RELATED PARTIES

Founder Shares

On August 17, 2020, the Company issued an aggregate of 6,468,750 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate price of $25,000. In September 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares; in December 2020, the Sponsor contributed back to the Company, for no consideration, 718,750 Founder Shares and in January 2021, the Company effected a 718,750 stock dividend, resulting in an aggregate of 5,750,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on January 26, 2021, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Support Agreement

Commencing on January 21, 2021, the Company entered into an agreement pursuant to which it will pay the Sponsor $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.  During the three and nine months ended September 30, 2021, the Company incurred fees of $30,000 and $90,000 respectively of administrative fees from the agreement, with no accruals at period end.

Promissory Note—Related Party

On July 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable

on the earlier of (i) March 31, 2021 or (ii) the consummation of the Proposed Public Offering. On January 26, 2021, the outstanding balance of $150,978 was fully paid. As of September 30, 2021, there was no balance outstanding under the Promissory Note, and the note is no longer available to draw on.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 7—COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on January 21, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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Stockholder's Equity

9 Months Ended

Sep. 30, 2021

Stockholders Equity Note [Abstract]

Stockholder's Equity

NOTE 8—STOCKHOLDERS’ EQUITY

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  23,000,000 and 0 shares of common stock subject to possible redemption, respectively.

Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding, of which an aggregate of up to 750,000 shares of Class B common stock are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

 The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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Warrants

9 Months Ended

Sep. 30, 2021

Warrants [Abstract]

Warrants

NOTE 9—WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering, at a price of $11.50 per share. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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 Public Warrants:

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

• in whole and not in part;

• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

• if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional shares of Class A 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 Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 10—FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent

to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

The Company has $230,075,803 held in the trust account. This balance consists of $236 of cash and $230,075,567 held in a money market fund. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2021		December 31, 2020
Assets:
U.S. Treasury Securities Money Market Fund held in Trust Account maturing October 28, 2021		1		230,075,567		—

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	6,670,000	$	—	$	—	$	6,670,000
Private Placement Warrants		—				4,730,400		4,730,400
Total warrant liabilities	$	6,670,000	$	—	$	4,730,400	$	11,400,400

The Private Placement Warrants were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement, which has inherent uncertainties involved. If factors or assumptions change, the estimated fair values could be materially different. The probability assigned the consummation of the Business Combination was 70% which was determined based upon a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions.

The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Placement Warrant Liability
Fair value, January 26, 2021(1)	$	13,566,550		$	9,816,390
Recognized gain (loss) on change in fair value(2)(3)		(3,791,550	)		(2,891,700	)
Fair value, June 30, 2021(3)		9,775,000			6,924,690
Recognized gain (loss) on change in fair value(2)(3)		(3,105,000	)		(2,194,290	)
Fair value, September 30, 2021(3)	$	6,670,000		$	4,730,400

(1) Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

(2) Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations.

(3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,670,000 during the nine months ended September 30, 2021.

The key inputs into the Monte Carlo pricing model for the Private Warrants were as follows:

	September 30, 2021
Exercise price	$	11.50
Volatility		13.25	%
Option term (in years)		5
Risk-free interest rate		83.00	%
Dividend yield		0	%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. Expected volatility is based on actual historical volatility of publicly traded warrants for comparable special purpose acquisition companies and the Russell 3000 Index as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Warrants.

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 11—SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with 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 and the reported amounts of expenses during the reporting period. Included in these estimates is the fair value or warrant liabilities, which is disclosed in more detail in the Fair Value footnote (see Note 10).

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Warrant Liability

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 8 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the Warrants.

Deferred Offering Costs

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. As of September 30, 2021, offering costs amounting to $630,809 were charged to temporary equity and none charged to the income statement upon the completion of the Initial Public Offering. As of September 30, 2021, there was no balance of deferred and accrued offering costs recorded in the accompanying balance sheet.

Marketable securities held in Trust Account

Marketable securities held in Trust Account

As of September 30, 2021, the assets were held in shares of a money market fund that invests primarily in U.S. Treasury Bills. During the three and nine months ended September 30, 2021, the Company earned $14,560 and $75,803 respectively of interest income from the Trust Account.

Class A Common stock subject to possible redemption

Class A Common stock subject to possible redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A 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 features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. During the three and nine months ended September 30, 2021, the Company had a tax benefit of $90,100 and $170,750 respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s deferred tax assets were $170,750 and $0, as of September 30, 2021 and December 31, 2020, respectively.

Net Income (Loss) per Common Share

Net Income (Loss) per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding common shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable common shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common shares, net of applicable income taxes, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				Three and Nine Months Ended September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income (loss)		4,043,901		1,010,975		7,029,424		1,736,288		-		(1,000	)
Denominator
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		20,893,773		5,681,066		-		5,000,000
Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	0.33	$	0.33	$	-	$	(0.00	)

As of September 30, 2021 and December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature, except for the derivative warrant liabilities (see note 9).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

Recent Accounting Standards

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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The Company is still assessing the impact of ASU 2020-06 on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

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Revision of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Prior Period Adjustment [Abstract]

Summary of Impact of Revision on Company's Financial Statements

The impact of the revision on the Company’s financial statements of January 26, 2021, March 31, 2021, and June 30, 2021 are reflected in the following table:

	As Previously Reported			Adjustment			As Revised
Balance Sheet as of January 26, 2021
Commitments
Class A Common Stock subject to possible redemption		196,560,670			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		360			(360	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		7,525,472			(7,525,472	)		-
Retained earnings (accumulated deficit)		(2,526,402)			(25,913,498	)		(28,439,900	)
Total Stockholders' Equity		5,000,005			(33,439,330	)		(28,439,325	)
Balance Sheet as of March 31, 2021
Commitments
Class A Common Stock subject to possible redemption		208,866,500			33,439,330			230,000,000
Shareholders' Equity
Class A Common Stock		211			(211	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		-			-			-
Retained earnings (accumulated deficit)		4,999,223			(21,133,289	)		(16,134,066	)
Total Stockholders' Equity		5,000,009			(21,133,500	)		(16,133,491	)
Balance Sheet as of June 30, 2021
Commitments
Class A Common Stock subject to possible redemption		202,694,680			27,305,320			230,000,000
Shareholders' Equity
Class A Common Stock		273			(273	)		-
Class B Common Stock		575			-			575
Additional paid-in capital		6,171,758			(6,171,758	)		-
Retained earnings (accumulated deficit)		(1,172,602	)		(21,133,289	)		(22,305,891	)
Total Stockholders' Equity		5,000,004			(27,305,320	)		(22,305,316	)

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary Of Basic And Diluted Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021:

	Three Months Ended September 30, 2021				Nine Months Ended September 30, 2021				Three and Nine Months Ended September 30, 2020
	Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income (loss)		4,043,901		1,010,975		7,029,424		1,736,288		-		(1,000	)
Denominator
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		20,893,773		5,681,066		-		5,000,000
Basic and diluted net income (loss) per share	$	0.18	$	0.18	$	0.33	$	0.33	$	-	$	(0.00	)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of Assets Measured at Fair Value on Recurring Basis

The Company has $230,075,803 held in the trust account. This balance consists of $236 of cash and $230,075,567 held in a money market fund. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2021		December 31, 2020
Assets:
U.S. Treasury Securities Money Market Fund held in Trust Account maturing October 28, 2021		1		230,075,567		—

Summary of Liabilities Measured at Fair Value on Recurring Basis

The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Warrant liabilities:
Public Warrants	$	6,670,000	$	—	$	—	$	6,670,000
Private Placement Warrants		—				4,730,400		4,730,400
Total warrant liabilities	$	6,670,000	$	—	$	4,730,400	$	11,400,400

Summary of Changes in the Fair Value of the Warrants

The following table presents a summary of the changes in the fair value of the Warrants:

	Public Warrant Liability			Private Placement Warrant Liability
Fair value, January 26, 2021(1)	$	13,566,550		$	9,816,390
Recognized gain (loss) on change in fair value(2)(3)		(3,791,550	)		(2,891,700	)
Fair value, June 30, 2021(3)		9,775,000			6,924,690
Recognized gain (loss) on change in fair value(2)(3)		(3,105,000	)		(2,194,290	)
Fair value, September 30, 2021(3)	$	6,670,000		$	4,730,400

(1) Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

(2) Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations.

(3) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,670,000 during the nine months ended September 30, 2021.

Summary of Fair Value Measurement Inputs and Valuation Techniques

The key inputs into the Monte Carlo pricing model for the Private Warrants were as follows:

	September 30, 2021
Exercise price	$	11.50
Volatility		13.25	%
Option term (in years)		5
Risk-free interest rate		83.00	%
Dividend yield		0	%

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Description of Organization And Business Operations - Additional Information (Detail) - USD ($)		9 Months Ended
	Jan. 26, 2021	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock, price per share		$ 10.00
Payments of stock issuance costs		$ 13,280,809
Underwriting fees		4,600,000
Deferred underwriting fees		8,050,000
Other offering costs		630,809
Offering costs allocated to warrant liabilities		808,110
Cash and cash equivalents at carrying value		$ 1,333,153	$ 25,000	$ 25,000
Shares Issued, Price Per Share		$ 10.00
Restricted investments maturity		185 days
Threshold percentage on fair market value of net assets held in trust account for business combination		80.00%
Threshold percentage on purchase of outstanding voting shares for business combination		50.00%
Net tangible assets required for business combination		$ 5,000,001
Minimum interest on trust deposits eligible to pay dissolution expenses		$ 100,000
Actual amount per public share held in the trust account is less due to reductions in the value of the trust assets		$ 10.00
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock, price per share		$ 10.00
Common stock value held in trust account	$ 230,000,000
Shares Issued, Price Per Share	$ 10.00
Maximum percentage of shares redeemed without prior consent from company		10.00%
Maximum percentage of shares redeemed on non completion of business combination		100.00%
Private Placement [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock, price per share		$ 1.00
Stock issued during period, shares, issued for services		8,100,000
Proceeds from issuance of private placement		$ 8,100,000
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Offering Cost related to issuance of stock		$ 12,472,699
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	23,000,000
Common Class A [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	3,000,000
Sale of stock, price per share	$ 10.00
Proceeds from issuance initial public offering	$ 230,000,000

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Revision of Previously Issued Financial Statements - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Error corrections and prior period adjustments, description	The Company determined, at the closing of the Company’s Initial Public Offering and shares sold pursuant to the exercise of the underwriters’ over-allotment, it had improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001.
Common Class A [Member]
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Redemption value per share	$ 10.00	$ 10.00
Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | Maximum [Member]
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Net tangible assets	$ 5,000,001

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Revision of Previously Issued Financial Statements - Summary of Impact of Revision on Company's Financial Statements (Detail) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 26, 2021	Dec. 31, 2020	Sep. 30, 2020	Jul. 28, 2020
Commitments
Class A Common Stock subject to possible redemption	$ 230,000,000
Stockholders’ Equity
Additional paid-in capital					$ 24,425
Retained earnings (accumulated deficit)	(17,251,016)				(1,902)
Total Stockholders’ Equity	(17,250,441)	$ (22,305,316)			23,098	$ 24,000	$ 0
Common Class A [Member]
Commitments
Class A Common Stock subject to possible redemption	23,000,000				0
Common Class B [Member]
Stockholders’ Equity
Common stock, value	575				575
Total Stockholders’ Equity	$ 575	575			$ 575	$ 575	$ 0
IPO [Member]
Commitments
Class A Common Stock subject to possible redemption		230,000,000	$ 230,000,000	$ 230,000,000
Stockholders’ Equity
Retained earnings (accumulated deficit)		(22,305,891)	(16,134,066)	(28,439,900)
Total Stockholders’ Equity		(22,305,316)	(16,133,491)	(28,439,325)
IPO [Member] | Common Class B [Member]
Stockholders’ Equity
Common stock, value		575	575	575
As Previously Reported [Member] | IPO [Member]
Commitments
Class A Common Stock subject to possible redemption		202,694,680	208,866,500	196,560,670
Stockholders’ Equity
Additional paid-in capital		6,171,758		7,525,472
Retained earnings (accumulated deficit)		(1,172,602)	4,999,223	(2,526,402)
Total Stockholders’ Equity		5,000,004	5,000,009	5,000,005
As Previously Reported [Member] | IPO [Member] | Common Class A [Member]
Stockholders’ Equity
Common stock, value		273	211	360
As Previously Reported [Member] | IPO [Member] | Common Class B [Member]
Stockholders’ Equity
Common stock, value		575	575	575
Revision of Prior Period, Adjustment [Member] | IPO [Member]
Commitments
Class A Common Stock subject to possible redemption		27,305,320	33,439,330	33,439,330
Stockholders’ Equity
Additional paid-in capital		(6,171,758)		(7,525,472)
Retained earnings (accumulated deficit)		(21,133,289)	(21,133,289)	(25,913,498)
Total Stockholders’ Equity		(27,305,320)	(21,133,500)	(33,439,330)
Revision of Prior Period, Adjustment [Member] | IPO [Member] | Common Class A [Member]
Stockholders’ Equity
Common stock, value		$ (273)	$ (211)	$ (360)

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Significant Accounting Policies [Line Items]
Cash equivalents	$ 1,333,153	$ 1,333,153	$ 25,000
Payments of stock issuance costs		630,809
Deferred offering costs	0	0
Interest earned on marketable securities held in Trust Account	14,560	75,803
Income tax benefit	90,100	170,750
Deferred tax assets	170,750	170,750	0
Federal deposit insurance corporation coverage limit		250,000
Cash Equivalents [Member]
Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0	$ 0

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Summary of Significant Accounting Policies - Summary Of Basic And Diluted Loss Per Ordinary Share (Detail) - USD ($)	2 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Allocation of net income (loss)	$ (1,000)	$ 5,054,875		$ 3,710,835	$ 8,765,711
Common Class A [Member]
Numerator:
Allocation of net income (loss)		$ 4,043,901			$ 7,029,424
Denominator
Weighted average shares outstanding, basic and diluted		23,000,000			20,893,773
Basic and diluted net income (loss) per share		$ 0.18			$ 0.33
Common Class B [Member]
Numerator:
Allocation of net income (loss)		$ 1,010,975	$ (1,000)		$ 1,736,288	$ (1,000)
Denominator
Weighted average shares outstanding, basic and diluted	5,000,000	5,750,000	5,000,000		5,681,066	5,000,000
Basic and diluted net income (loss) per share	$ 0.00	$ 0.18	$ 0.00		$ 0.33	$ 0.00

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Initial Public Offering - Additional Information (Detail) - $ / shares	Jan. 26, 2021	Sep. 30, 2021
Class Of Stock [Line Items]
Sale of stock, price per share		$ 10.00
Description of class of warrant or right	Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant
Public Warrant [Member]
Class Of Stock [Line Items]
Exercise price of warrants		11.50
Common Class A [Member] | Public Warrant [Member]
Class Of Stock [Line Items]
Exercise price of warrants	$ 11.50
Number of securities called by each warrant	1
IPO [Member]
Class Of Stock [Line Items]
Sale of stock, price per share		$ 10.00
IPO [Member] | Common Class A [Member]
Class Of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	23,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Class Of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	3,000,000
Sale of stock, price per share	$ 10.00

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Private Placement - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Class Of Warrant Or Right [Line Items]
Sale of stock, price per share	$ 10.00
Private Placement Warrants [Member]
Class Of Warrant Or Right [Line Items]
Number of securities called by each warrant | shares	1
Exercise price of warrants	$ 11.50
Private Placement [Member] | Sponsor [Member]
Class Of Warrant Or Right [Line Items]
Stock issued during period, shares, issued for services | shares	8,100,000
Sale of stock, price per share	$ 1.00
Proceeds from issuance of private placement | $	$ 8,100,000

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Related Parties - Additional Information (Detail) - USD ($)				1 Months Ended			2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
	Jan. 26, 2021	Jan. 21, 2021	Aug. 17, 2020	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Jul. 29, 2020	Jul. 28, 2020
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services							$ 25,000
Administrative fees								$ 30,000		$ 90,000
Accruals								0		0
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt face amount								$ 1,500,000		$ 1,500,000
Debt conversion price per share								$ 1.00		$ 1.00
Working capital loan									$ 0	$ 0
Founder Shares [Member]
Related Party Transaction [Line Items]
Stock Dividends, Shares				718,750
Shares, Outstanding				5,750,000
Sponsor [Member] | Related Party Loan [Member]
Related Party Transaction [Line Items]
Debt face amount												$ 300,000
Due to related parties								$ 0		$ 0
Repayments of related party debt	$ 150,978
Sponsor [Member] | Office Space Secretarial And Administrative Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction		$ 10,000
Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of common stock outstanding after IPO								20.00%		20.00%
Common stock shares subject to forfeiture								750,000		750,000
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services							5,750,000
Stock issued during period, value, issued for services							$ 575
Shares, Outstanding					5,750,000	5,750,000	5,750,000	5,750,000	5,750,000	5,750,000	5,750,000		0
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services			6,468,750
Stock issued during period, value, issued for services			$ 25,000
Stock issued during period, value, new issues					$ 0	$ 0
Stock Issued During Period, Shares, New Issues					718,750	718,750
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture					0			23,000,000	0	23,000,000
Common Class A [Member] | Sponsor [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member]
Related Party Transaction [Line Items]
Share price								$ 12.00		$ 12.00
Common stock, transfers, restriction on number of days from the date of business combination										150 days
Common Class A [Member] | Sponsor [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days										20 days
Common Class A [Member] | Sponsor [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock, transfers, threshold trading days										30 days

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Commitments and Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares
Commitments And Contingencies Disclosure [Abstract]
Under writing discount per unit | $ / shares	$ 0.35
Payments for underwriting expense | $	$ 8,050,000

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Stockholder's Equity - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Common subject to possible redemption	$ 230,000,000
Sponsor [Member]
Class Of Stock [Line Items]
Percentage of founder shares to common stock outstanding after IPO	20.00%
Common Class A [Member]
Class Of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common subject to possible redemption	$ 23,000,000	$ 0
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Class Of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000
Common Class B [Member] | Sponsor [Member]
Class Of Stock [Line Items]
Percentage of founder shares to common stock outstanding after IPO	20.00%
Common Class B [Member] | Over-Allotment Option [Member]
Class Of Stock [Line Items]
Stock issued during period subject to forfeiture	750,000

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Warrants - Additional Information (Detail) - $ / shares	9 Months Ended
	Sep. 30, 2021	May 31, 2021	Jan. 26, 2021
Warrants [Line Items]
Class of warrants or rights, transfers, restriction on number of days from the date of business combination	15 days
Share Price Dollar Per Share 18.00 [Member]
Warrants [Line Items]
Share redemption trigger price per share	$ 18.00
Share Price Dollar Per Share 10.00 [Member]
Warrants [Line Items]
Share redemption trigger price per share	$ 10.00
Public Warrant [Member]
Warrants [Line Items]
Number of notice days for exercise of warrants after completion of business	30 days
Class of warrant or right, threshold period for exercise from date of closing public offering	12 months
Exercise price of warrants	$ 11.50
Term of warrants		5 years
Public Warrant [Member] | Share Price Dollar Per Share 18.00 [Member]
Warrants [Line Items]
Class of warrants redemption price per unit	$ 0.01
Class of warrants redemption notice period	30 days
Public Warrant [Member] | Share Price Dollar Per Share 10.00 [Member]
Warrants [Line Items]
Class of warrants redemption price per unit	$ 0.10
Class of warrants redemption notice period	30 days
Redeemable Warrants [Member] | Share Price Dollar Per Share 18.00 [Member]
Warrants [Line Items]
Share redemption trigger price	$ 18.00
Class of warrant or right, exercise price adjustment percentage higher of market value	180.00%
Redeemable Warrants [Member] | Share Price Dollar Per Share 10.00 [Member]
Warrants [Line Items]
Share redemption trigger price per share	$ 10.00
Redeemable Warrants [Member] | Share Price Dollar Per Share Below 9.20 [Member]
Warrants [Line Items]
Exercise price of warrants	$ 9.20
Class of warrant or right, minimum notice period for redemption	20 days
Class of warrant or right, exercise price adjustment percentage higher of market value	115.00%
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member]
Warrants [Line Items]
Share redemption trigger price per share	$ 18.00
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member] | Minimum [Member]
Warrants [Line Items]
Warrant instrument redemption threshold consecutive trading days	20 days
Common Class A [Member] | Share Price Dollar Per Share 18.00 [Member] | Maximum [Member]
Warrants [Line Items]
Warrant instrument redemption threshold trading days	30 days
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member]
Warrants [Line Items]
Share redemption trigger price per share	$ 10.00
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member] | Minimum [Member]
Warrants [Line Items]
Warrant instrument redemption threshold consecutive trading days	20 days
Common Class A [Member] | Share Price Dollar Per Share 10.00 [Member] | Maximum [Member]
Warrants [Line Items]
Warrant instrument redemption threshold trading days	30 days
Common Class A [Member] | Share Price Dollar Per Share Below 9.20 [Member]
Warrants [Line Items]
Share redemption trigger price	$ 9.20
Minimum gross proceeds required from issuance of equity	60.00%
Common Class A [Member] | Public Warrant [Member]
Warrants [Line Items]
Exercise price of warrants			$ 11.50

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Fair value measurements - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash	$ 236
Percentage of probability assigned to the consummation of the business combination	70.00%
Transfers out of Level 3	$ 6,670,000
Dividend yield percentage	0.00%
Assets Held In Trust [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 230,075,803
US Treasury Securities And Money Market Funds [Member] | Assets Held In Trust [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 230,075,567

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Fair value measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - Assets Held In Trust [Member]	Sep. 30, 2021 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 230,075,803
US Treasury Securities And Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	230,075,567
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities And Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 230,075,567

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Fair value measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Parenthetical) (Detail)	9 Months Ended
	Sep. 30, 2021
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities And Money Market Funds [Member] | Assets Held In Trust [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Maturity date	Oct. 28, 2021

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Fair value measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Detail)	Sep. 30, 2021 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	$ 11,400,400
Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	6,670,000
Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	0
Fair Value, Inputs, Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	4,730,400
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	6,670,000
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	6,670,000
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	0
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	0
Private Placement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	4,730,400
Private Placement [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	0
Private Placement [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	0
Private Placement [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrant liabilities	$ 4,730,400

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Fair value measurements - Summary of Changes in the Fair Value of the Warrants (Detail) - USD ($)		3 Months Ended		6 Months Ended		9 Months Ended
		Sep. 30, 2021		Jun. 30, 2021		Sep. 30, 2021
Class Of Warrant Or Right [Line Items]
Recognized gain (loss) on change in fair value		$ (5,299,290)				$ (11,982,540)
Public Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance		9,775,000	[1]	$ 13,566,550	[2]	13,566,550	[2]
Recognized gain (loss) on change in fair value	[1],[3]	(3,105,000)		(3,791,550)
Ending Balance	[1]	6,670,000		9,775,000		6,670,000
Private Placement [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance		6,924,690	[1]	9,816,390	[2]	9,816,390	[2]
Recognized gain (loss) on change in fair value	[1],[3]	(2,194,290)		(2,891,700)
Ending Balance	[1]	$ 4,730,400		$ 6,924,690		$ 4,730,400

[1] Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,670,000 during the nine months ended September 30, 2021.

[2] Initial fair value for the Warrants on January 26, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

[3] Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations.

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Fair value measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Private Placement Warrants [Member]	Sep. 30, 2021 $ / shares Year
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input | $ / shares	11.50
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	13.25
Option term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input | Year	5
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	83.00
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, Measurement Input	0