QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction |
(Commission |
(IRS Employer | ||
of incorporation) |
File Number) |
Identification No.) |
Trading |
Name of each exchange | |||
Title of each class |
Symbol(s) |
on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Page No. |
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Item 1. |
1 | |||||
| 1 | ||||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
Item 2. |
14 | |||||
Item 3. |
16 | |||||
Item 4. |
16 | |||||
Item 1. |
17 | |||||
Item 1A. |
17 | |||||
Item 2. |
17 | |||||
Item 3. |
17 | |||||
Item 4. |
17 | |||||
Item 5. |
17 | |||||
Item 6. |
18 | |||||
| 19 | ||||||
September 30, 2021 |
||||
| Assets |
||||
| Current assets: |
||||
| Cash |
$ | |||
| Prepaid expenses |
||||
| |
|
|||
| Total current assets |
||||
| Cash held in trust account |
||||
| |
|
|||
| Total assets |
$ |
|||
| |
|
|||
| Liabilities and Shareholders’ Equity (Deficit) |
||||
| Current liabilities: |
||||
| Accrued offering costs |
$ | |||
| Accrued expenses |
||||
| Due to related party |
||||
| |
|
|||
| Total current liabilities |
||||
| Deferred underwriting fees payable |
||||
| |
|
|||
| Total liabilities |
||||
| Commitments and Contingencies (Note 5) |
||||
| Class A common stock, $ |
||||
| Shareholders’ equity (deficit): |
||||
| Preferred stock, $ |
||||
| Class A common stock, $ |
||||
| Class B common stock, $ |
||||
| Additional paid-in capital |
||||
| Accumulated deficit |
( |
) | ||
| |
|
|||
| Total shareholders’ equity (deficit) |
( |
) | ||
| |
|
|||
| Total Liabilities and Shareholders’ Equity (Deficit) |
$ |
|||
| (1) | An aggregate of 45-day option period. As a result of a partial over-allotment option exercise by the underwriters, an aggregate of 45-day option period. |
For the Three Months Ended September 30, 2021 |
For the period from January 21, 2021 (inception) through September 30, 2021 |
|||||||
General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income: |
||||||||
Dividend and interest income |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding of Class A common stock subject to possible redemption |
||||||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption (see Note 2) |
$ | ( |
) | ( |
) | |||
Weighted average shares outstanding of Class A common stock |
||||||||
Basic and diluted net loss per share, Class A common stock (see Note 2) |
$ | ( |
) | ( |
) | |||
Weighted average shares outstanding of Class B common stock |
||||||||
Basic and diluted net loss per share, Class B common stock (see Note 2) |
$ | ( |
) | ( |
) | |||
Common Stock Subject to Possible Redemption |
Common Stock |
Additional |
Total |
|||||||||||||||||||||||||||||||||
Class A |
Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||||||||
Balance - January 21, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||
Class B common stock issued to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Net loss |
— |
— | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance - March 31, 2021 |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance - June 30, 2021 |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||
Issuance of Private Placement Units |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Issuance of Class A Common stock, net of issuance costs of $ |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Issuance of Public Warrants, net of issuance costs of $ |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Capital contribution by the Sponsor through transfer of Class B shares |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||
Accretion to redemption value of Class A Common stock subject to possible redemption |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Forfeiture of Founder Shares related to unexercised portion of underwriter’s overallotment option |
— | — | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance – September 30, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
| (1) | An aggregate of 45-day option period. As a result of a partial over-allotment option exercise by the underwriters, an aggregate of 45-day option period. |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Interest earned in trust account |
( |
) | ||
Changes in current assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash into trust account |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from related party |
||||
Payment to related party |
( |
) | ||
Proceeds from issuance of Units |
||||
Proceeds from issuance of Private Units |
||||
Payment of offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash - January 21, 2021 (inception) |
||||
Cash - end of the period |
$ | |||
Supplemental Disclosure of cash flow information: |
||||
Deferred underwriting fee payable |
$ | |||
Capital contribution by the Sponsor through transfer of Class B shares |
$ |
|||
Offering costs included in accrued offerings costs and expenses |
$ | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | |||
Accretion of the interest earned in trust account |
$ |
| Inception-to-Date September 30, 2021 |
Class A subject to possible redemption |
Class A |
Class B |
|||||||||
| Allocation of undistributable losses |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net income/(loss) to Common shares |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|
|
|||||||
| Weighted average shares outstanding, basic and diluted |
||||||||||||
| |
|
|
|
|
|
|||||||
| Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|
|
|||||||
| Three-months Ended September 30, 2021 |
Class A subject to possible redemption |
Class A |
Class B |
|||||||||
| Allocation of undistributable losses |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net income/(loss) to Common shares |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|
|
|||||||
| Weighted average shares outstanding, basic and diluted |
||||||||||||
| |
|
|
|
|
|
|||||||
| Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|
|
|||||||
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for id e ntical 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. |
September 30, |
||||||||
| Description |
Level |
2021 |
||||||
| Assets: |
||||||||
| Marketable securities held in Trust Account |
1 | $ | ||||||
As previously reported |
Adjustment |
As restated |
||||||||||
| Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
| Class A common stock |
( |
) |
||||||||||
| Additional paid-in capital |
( |
) |
— |
|||||||||
| Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon a minimum of |
| • | if, and only if, the closing price of the common stock equals or exceeds $ |
| * | Filed herewith. |
| ** | Furnished |
ALPHA HEALTHCARE ACQUISITION CORP. III | ||
| By: | /s/ Rajiv Shukla | |
| Name: Rajiv Shukla | ||
| Title: Chief Executive Officer | ||
ALPHA HEALTHCARE ACQUISITION CORP. III | ||
| By: | /s/ Patrick A. Sturgeon | |
| Name: Patrick A. Sturgeon | ||
| Title: Chief Financial Officer | ||
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
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, Rajiv Shukla, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Alpha Healthcare Acquisition Corp. III; |
| 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 period presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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 omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
| 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(s) 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 22, 2021 | By: | /s/ Rajiv Shukla | ||||
| Rajiv Shukla | ||||||
| Chief Executive Officer | ||||||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
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, Patrick A. Sturgeon, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Alpha Healthcare Acquisition Corp. III; |
| 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 period presented in this report; |
| 4. | The registrant’s other certifying officer(s) 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 omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
| 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(s) 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 22, 2021 | By: | /s/ Patrick A. Sturgeon | ||||
| Patrick A. Sturgeon | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial and Accounting Officer) |
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 Alpha Healthcare Acquisition Corp. III (the “Company”) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rajiv Shukla, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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 22, 2021 | /s/ Rajiv Shukla | |||||
| Name: | Rajiv Shukla | |||||
| Title: | Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
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 Alpha Healthcare Acquisition Corp. III (the “Company”) on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patrick A. Sturgeon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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 22, 2021 | /s/ Patrick A. Sturgeon | |||||
| Name: | Patrick A. Sturgeon | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
Condensed Balance Sheet (Parenthetical) |
3 Months Ended | 8 Months Ended |
|---|---|---|
|
Sep. 30, 2021
$ / shares
shares
|
Sep. 30, 2021
$ / shares
shares
|
|
| Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Preferred stock shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock shares issued | 0 | 0 |
| Preferred stock shares outstanding | 0 | 0 |
| Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 | 451,474 |
| Common Class A [Member] | ||
| Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
| Temporary Equity, Shares Authorized | 100,000,000 | 100,000,000 |
| Temporary Equity, Shares Outstanding | 15,444,103 | 15,444,103 |
| Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 100,000,000 | 100,000,000 |
| Common stock shares issued | 463,882 | 463,882 |
| Common stock shares outstanding | 463,882 | 463,882 |
| Common Class B [Member] | ||
| Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 10,000,000 | 10,000,000 |
| Common stock shares issued | 3,861,026 | 3,861,026 |
| Common stock shares outstanding | 3,861,026 | 3,861,026 |
| Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 | |
| Over-Allotment Option [Member] | Common Class A [Member] | ||
| Common stock shares issued | 15,907,985 | 15,907,985 |
| Common stock shares outstanding | 15,907,985 | 15,907,985 |
| Common Stock Shares Subject To Forfeiture | 15,444,103 | 15,444,103 |
| Over-Allotment Option [Member] | Common Class B [Member] | ||
| Common stock shares issued | 3,861,026 | 3,861,026 |
| Common stock shares outstanding | 3,861,026 | 3,861,026 |
| Common Stock Shares Subject To Forfeiture | 562,500 | 562,500 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 8 Months Ended |
|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|
| General and administrative expenses | $ 89,956 | $ 97,532 |
| Loss from operations | (89,956) | (97,532) |
| Other income: | ||
| Dividend and interest income | 2,653 | 2,653 |
| Net loss | (87,303) | (94,879) |
| Common Class A [Member] | ||
| Other income: | ||
| Net loss | $ (1,893) | $ (1,427) |
| Weighted average shares outstanding of Class A common stock subject to possible redemption | 10,705,106 | 3,892,766 |
| Basic and diluted net loss per share, Class A common stock subject to possible redemption | $ (0.01) | $ (0.01) |
| Basic and diluted weighted average shares outstanding | 321,928 | 117,065 |
| Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
| Common Class B [Member] | ||
| Other income: | ||
| Net loss | $ (22,452) | $ (46,006) |
| Basic and diluted weighted average shares outstanding | 3,817,581 | 3,774,575 |
| Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
Condensed Statements Of Changes In Shareholder's Equity (Deficit) - USD ($) |
Total |
Public Warrants [Member] |
Private Placement [Member] |
Class A Common Stock Subject To Possible Redemption [Member] |
Common Class A [Member] |
Common Class B [Member] |
Common Stock [Member]
Class A Common Stock Subject To Possible Redemption [Member]
|
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class A [Member]
Private Placement [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Additional Paid-in Capital [Member]
Public Warrants [Member]
|
Additional Paid-in Capital [Member]
Private Placement [Member]
|
Accumulated Deficit [Member] |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning Balance at Jan. 20, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
| Beginning Balance (in Shares) at Jan. 20, 2021 | 0 | 0 | 0 | |||||||||||
| Class B common stock issued to Sponsor (in Shares) | 4,312,500 | |||||||||||||
| Class B common stock issued to Sponsor | 25,000 | $ 431 | 24,569 | |||||||||||
| Net loss | (1,211) | (1,211) | ||||||||||||
| Ending Balance at Mar. 31, 2021 | 23,789 | $ 0 | $ 431 | 24,569 | (1,211) | |||||||||
| Ending Balance (in Shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||||||
| Beginning Balance at Jan. 20, 2021 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
| Beginning Balance (in Shares) at Jan. 20, 2021 | 0 | 0 | 0 | |||||||||||
| Class B common stock issued to Sponsor (in Shares) | 25,000 | |||||||||||||
| Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Shares) | 451,474 | |||||||||||||
| Net loss | $ (94,879) | $ (47,446) | $ (1,427) | $ (46,006) | ||||||||||
| Ending Balance at Sep. 30, 2021 | (4,392,369) | $ 154,443,683 | $ 46 | $ 386 | 0 | (4,392,801) | ||||||||
| Ending Balance (in Shares) at Sep. 30, 2021 | 15,444,103 | 463,882 | 3,861,026 | |||||||||||
| Beginning Balance at Mar. 31, 2021 | 23,789 | $ 0 | $ 431 | 24,569 | (1,211) | |||||||||
| Beginning Balance (in Shares) at Mar. 31, 2021 | 0 | 4,312,500 | ||||||||||||
| Net loss | (6,365) | (6,365) | ||||||||||||
| Ending Balance at Jun. 30, 2021 | 17,424 | $ 0 | $ 431 | 24,569 | (7,576) | |||||||||
| Ending Balance (in Shares) at Jun. 30, 2021 | 0 | 4,312,500 | ||||||||||||
| Issuance of private placement units (Value) | $ 4,638,820 | $ 46 | $ 4,638,774 | |||||||||||
| Issuance of private placement units (Shares) | 463,882 | |||||||||||||
| Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Value) | $ 140,893,061 | |||||||||||||
| Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Shares) | 15,444,103 | |||||||||||||
| Issuance of Public Warrants, net of issuance costs of $239,247 | $ 3,430,844 | $ 3,402,864 | ||||||||||||
| Capital contribution by the Sponsor through transfer of Class B shares | 1,186,448 | 1,186,448 | ||||||||||||
| Accretion to redemption value of Class A Common stock subject to possible redemption | $ (13,547,969) | $ 13,547,969 | (9,252,655) | (4,295,314) | ||||||||||
| Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Value) | $ (45) | 45 | ||||||||||||
| Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Shares) | 451,474 | 451,474 | (451,474) | |||||||||||
| Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned | $ (2,653) | 2,653 | (2,653) | |||||||||||
| Net loss | (87,303) | $ (62,958) | $ (1,893) | $ (22,452) | (87,303) | |||||||||
| Ending Balance at Sep. 30, 2021 | $ (4,392,369) | $ 154,443,683 | $ 46 | $ 386 | $ 0 | $ (4,392,801) | ||||||||
| Ending Balance (in Shares) at Sep. 30, 2021 | 15,444,103 | 463,882 | 3,861,026 |
Condensed Statements Of Changes In Shareholder's Equity (Deficit) (Parenthetical) - USD ($) |
3 Months Ended | 8 Months Ended | |
|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
Mar. 01, 2021 |
|
| Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 | 451,474 | |
| Public Warrants [Member] | |||
| Issuance costs of warrants | $ 239,247 | ||
| Common Class A [Member] | |||
| Temporary equity stock issuance costs | $ 9,905,857 | ||
| Common stock shares outstanding | 463,882 | 463,882 | |
| Common Class B [Member] | |||
| Common stock shares outstanding | 3,861,026 | 3,861,026 | 4,312,500 |
| Shares Issued Share Based Payment Arrangement Shares Forfeited | 451,474 | ||
| Over-Allotment Option [Member] | Common Class A [Member] | |||
| Common Stock Shares Subject To Forfeiture | 15,444,103 | 15,444,103 | |
| Common stock shares outstanding | 15,907,985 | 15,907,985 | |
| Over-Allotment Option [Member] | Common Class B [Member] | |||
| Common Stock Shares Subject To Forfeiture | 562,500 | 562,500 | |
| Common stock shares outstanding | 3,861,026 | 3,861,026 |
Condensed Statement of Cash Flows |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
| |
| Cash Flows from Operating Activities: | |
| Net loss | $ (94,879) |
| Interest earned in trust account | (2,653) |
| Changes in current assets and liabilities: | |
| Prepaid expenses | (283,032) |
| Accrued expenses | 323 |
| Net cash used in operating activities | (380,241) |
| Cash Flows from Investing Activities: | |
| Investment of cash into trust account | (154,441,030) |
| Cash Flows from Financing Activities: | |
| Proceeds from related party | 55,236 |
| Payment to related party | (54,648) |
| Proceeds from issuance of Units | 154,441,030 |
| Proceeds from issuance of Private Units | 4,638,820 |
| Payment of offering costs | (3,409,521) |
| Net cash provided by financing activities | 155,670,917 |
| Net Change in Cash | 849,646 |
| Cash - January 21, 2021 (inception) | 0 |
| Cash - end of the period | 849,646 |
| Supplemental Disclosure of cash flow information: | |
| Deferred underwriting fee payable | 5,405,436 |
| Capital contribution by the Sponsor through transfer of Class B shares | 1,186,448 |
| Offering costs included in accrued offerings costs and expenses | 118,700 |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 |
| Accretion of the interest earned in trust account | $ 2,653 |
Organization and Business Operations |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Business Operations | Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III is a blank check company incorporated as a Delaware corporation and 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 has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business Combination target in any business or industry, it intends to focus its search on companies in the healthcare industry. The Company has selected December 31 as its fiscal year end. As of September 30, 2021, the Company had not yet commenced any operations. All activity from January 21, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the Public Offering (as defined below). The registration statement for the Company’s Public Offering was de c lared effective on July 26, 2021. On July 29, 2021 (“IPO Date”), the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day option to purchase an additional 2,250,000 Public Units at the initial public offering price. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 455,000 Units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. At the IPO Date, transaction costs amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 of other offering costs. The Company has also accrued underwriting fees of $5,250,000 that will be paid only if a business combination is entered into. In addition, cash of $1,550,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Incentive Private Shares”) as a compensation for their commitment to purchase the Public Units sold in the IPO. The Company estimated the aggregate fair value of these shares to be $1,186,448, or $5.27 per share. The fair value of the Non-Risk Incentive Private Shares was determined to be a contribution from the sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to shareholder’s equity upon the completion of the Initial Public Offering. At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk Incentive Private Shares. Due to the high probability of forfeiture, the fair value of these Risk Incentive Private Shares will be recorded as a capital contribution from the Sponsor upon the closing of the initial Business Combination. On August 3, 2021, the Following the closing of the Initial Public Offering on July 29, 2021, an amount of $154,441,030 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, including the Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. Except for the withdrawal of interest income to pay the income taxes, the Company’s amended and restated certificate of incorporation and subject to the requirements of law and regulation, provides that none of the funds held in the Trust Account will be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the public shares if the Company is unable to consummate an initial Business Combination within 24 months from the closing of the Public Offering (the “Combination Period”), subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete a Business Combination within 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, 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 consummate an initial Business Combination within the Combination Period. The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder Shares, private placement shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or private placement shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their shares, and (iv) to vote any Founder Shares held by it and any public shares purchased during or after the Public Offering in favor of the Company’s initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts 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 share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity As of September 30, 2021, the Company had cash outside the Trust Account of $849,646 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of September 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through September 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the sale of Private Placement Units. The Company anticipates that the $849,646 outside of the Trust Account as of September 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the condensed interim financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking
in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Co mpany cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
Significant Accounting Policies |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Significant Accounting Policies | Note 2 — 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 prospectus for its Initial Public Offering as filed with the SEC on July 27, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on July 29, 2021 and August 4, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 21, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 condensed 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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. During the three months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheet and were immediately accreted to redemption value at the IPO date. Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the three-months ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the over-allotment option was partially exercised by the underwriters on August 3, 2021 (see Note 5), upon which date the forfeiture provision lapsed for 111,026 Class B Common shares. Subsequent to August 3, 2021, weighted average shares were reduced for the effect of an aggregate of 451,474 Class B Common shares which were ultimately forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option. The Company’s condensed statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented A reconciliation of net loss per share is as follows:
Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to at July 29, 2021, which were charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk Incentive Private Shares (see Note 4) to Anchor Investors on behalf of the Company in the amount of $1,186,448. The Company incurred additional Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active m a rkets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 21, 2021 (inception) through September 30, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit 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. Derivative Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO Date, the Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815-40. Restatement of Previously Issued Financial Statements The Company identified an error in the amount of redeemable Class A ordinary shares classified in temporary equity within the audited balance sheet as of July 29, 2021 included in the Company’s Form 8-K, filed on August 4, 2021. The impact of the error correction was a $9.0 million increase in Class A ordinary shares subject to possible redemption included within temporary equity and a decrease of $9.0 million in total stockholders’ equity, with decreases of $5.0 million in Additional paid-in-capital and $4.0 million in Accumulated deficit, respectively. The condensed financial statements for the quarter ended September 30, 2021 have been adjusted to reflect the corrected balances . The impact of the revision on the Company’s balance sheet as of July 29, 2021 is reflected in the following table:
Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments and certain criteria under ASC 840 that is used to determine whether a derivative financial instrument meets the additional criteria necessary for equity classification. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s condensed financial statements. |
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Initial Public Offering |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Initial Public Offering | Note 3 — Initial Public Offering On July 29, 2021, the Company sold 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150.0 million. Each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds.
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Related Party Transactions |
8 Months Ended |
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Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover for certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option. At the IPO date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Incentive Private Shares”) as a compensation for their commitment to purchase the Public Units sold in the IPO. The Company estimated the aggregate fair value of these shares to be $1,186,448, or $5.27 per share. The fair value of the Non-Risk Incentive Private Shares was determined to be a contribution from the sponsor for offering costs in accordance with Staff Accounting Bulletin Topic 5T. These offering costs were allocated to the Units and charged to shareholder’s equity upon the completion of the Initial Public Offering. At the IPO date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk Incentive Private Shares. Due to the high probability of forfeiture, the fair value of these Risk Incentive Private Shares will be recorded as a capital contribution from the Sponsor upon the closing of the initial Business Combination. The Sponsor 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their common stock for cash, securities or other property, and (ii) any of their Private Placement Units, placement shares, Private Placement Warrants and Class A common stock issued upon conversion or exercise thereof until 30 days after the completion of the initial Business Combination (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor and directors and executive officers with respect to any Founder Shares, Private Placement Units, placement shares, Private Placement Warrants and Class A common stock issued upon conversion or exercise thereof. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 455,000 Private Placement Units for an aggregate purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Resulting from the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. The Private Placement Units (including the placement shares, the placement warrants and Class A common stock issuable upon exercise of such placement warrants) will not be transferable or salable until 30 days after the completion of our Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Promissory Note — Related Party On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the Proposed Public Offering. This loan is non-interest bearing, unsecured, and due at the earlier of (i) the date on which the Company consummates the initial public offering and (ii) the date on which the Company determines not to conduct an initial public offering of its securities, upon request from the Company the Sponsor. The loan will be repaid upon the closing of the Proposed Public Offering out of the offering proceeds not held in the Trust Acco unt. As of September 30, 2021, the Company had no borrowings outstanding under the promissory note. Due to Related Party The balance of $588 as of September 30, 2021, represents general and administrative costs paid by the Sponsor on behalf of the Company. Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. For the three months ended September 30, 2021 and for the period from January 21, 2021 (inception) through September 30, 2021, administrative fees incurred and paid to the Sponsor totaled $21,000. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will 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, there were no written agreements in place for the Working Capital Loans. In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors (see Note 5). |
Commitments & Contingencies |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments & Contingencies | Note 5 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from July 26, 2021, to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units for the total amount of $4,441,030. The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000, paid on July 29, 2021. Additionally, in connection with the partial over-allotment exercise, the underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds, or $88,820, paid on August 6, 2021. In addition to the cash underwriting discounts, the underwriters will be entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,405,436 of the gross proceeds of the Public Offering and the underwriters’ partial over-allotment exercise upon the completion of the Company’s initial Business Combination. Subscription Agreements In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors. Under these Subscription Agreements, the investors, who received the At Risk Incentive Private Shares, received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the initial Business Combination subject to a maximum of 10% of such offerings’ proceeds, and the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next special purpose acquisition company or other similar entity sponsored by Constellation Alpha Holdings. The investors who received the Non Risk Incentive Private Shares also received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the SPAC’s initial Business Combination subject to a maximum of 10% of such offerings’ proceeds if the Investor still holds their Public Shares at the business combination date. Since the number of shares or other instruments to be purchase by the investors is unknown, these rights to participate in future offerings do not meet definition of an equity contract. Risks and Uncertainties Management is currently evaluating the impact of the
COVID-19 pandemic on the industry 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 and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholder's Equity (Deficit) |
8 Months Ended | ||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||
| Equity [Abstract] | |||||||||||||||||
| Shareholder's Equity (Deficit) | Note 6 — Shareholder’s Equity (Deficit) Common Stock On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding All shares and per share amounts have been retroactively restated to reflect the stock split. On July 29, 2021, the Company sold 15,000,000 Units, each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units. At September 30, 2021, there were (i) 15,907,985 shares of Class A common stock issued and outstanding (including 15,444,103 shares subject to possible redemption) and (ii) 3,861,026 shares of Class B common stock issued and outstanding. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option. Both Class A and B shareholders vote together as a single class on all matters submitted to a vote of the Company shareholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Proposed Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to our Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company identified an error in the amount of redeemable Class A ordinary shares classified in temporary equity within the audited balance sheet as of July 29, 2021 included in the Company’s Form 8-K, filed on August 4, 2021. The impact of the error correction was a $9.0 million increase in Class A ordinary shares subject to possible redemption included within temporary equity and a decrease of $9.0 million in total stockholders’ equity, with decreases of $5.0 million in Additional paid-in-capital and $4.0 million in Accumulated deficit respectively. The condensed financial statements for the quarter ended September 30, 2021 have been adjusted to reflect the corrected balances. Preferred Stock – Warrants – The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
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Subsequent Events |
8 Months Ended |
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Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than the Initial Public Offering, as described in these condensed financial statements, the Company did not identify any subsequent events, that require adjustment or disclosure in the condensed financial statements.
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Significant Accounting Policies (Policies) |
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| 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 prospectus for its Initial Public Offering as filed with the SEC on July 27, 2021, as well as the Company’s Current Reports on Form
8-K, as filed with the SEC on July 29, 2021 and August 4, 2021. The interim results for the three months ended September 30, 2021 and for the period from January 21, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
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| Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 condensed 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. |
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| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
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| 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.
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| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, the assets held in the Trust Account were substantially held in U.S. Treasury Bills and U.S Treasury Coupons. During the three months ended September 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.
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| Common Stock Subject to Possible Redemption | 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.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheet and were immediately accreted to redemption value at the IPO date.
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| Net Loss per Common Stock share | Net Loss per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the three-months ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the over-allotment option was partially exercised by the underwriters on August 3, 2021 (see Note 5), upon which date the forfeiture provision lapsed for 111,026 Class B Common shares. Subsequent to August 3, 2021, weighted average shares were reduced for the effect of an aggregate of 451,474 Class B Common shares which were ultimately forfeited upon the expiration of the 45-day period reserved for the exercise of over-allotment option. The Company’s condensed statements of operations include a presentation of net loss per share subject to redemption in a manner similar to the two-class method of income per share. With respect to the accretion of the Class A Shares subject to possible redemption and consistent with ASC 480-10-S99-3A, The Company’s Public Warrants (see Note 3) and Private Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the period presented A reconciliation of net loss per share is as follows:
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| Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to at July 29, 2021, which were charged to shareholders’ equity upon the completion of the Initial Public Offering. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk Incentive Private Shares (see Note 4) to Anchor Investors on behalf of the Company in the amount of $1,186,448. The Company incurred additional |
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| 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active m a rkets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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.
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| 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 21, 2021 (inception) through September 30, 2021.
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit 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.
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| Derivative Instruments | Derivative Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. At the IPO Date, the Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC
815-40. |
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| Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The Company identified an error in the amount of redeemable Class A ordinary shares classified in temporary equity within the audited balance sheet as of July 29, 2021 included in the Company’s Form 8-K, filed on August 4, 2021. The impact of the error correction was a $9.0 million increase in Class A ordinary shares subject to possible redemption included within temporary equity and a decrease of $9.0 million in total stockholders’ equity, with decreases of $5.0 million in Additional paid-in-capital and $4.0 million in Accumulated deficit, respectively. The condensed financial statements for the quarter ended September 30, 2021 have been adjusted to reflect the corrected balances . The impact of the revision on the Company’s balance sheet as of July 29, 2021 is reflected in the following table:
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| Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments and certain criteria under ASC 840 that is used to determine whether a derivative financial instrument meets the additional criteria necessary for equity classification. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s condensed financial statements. |
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Significant Accounting Policies (Tables) |
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Reconciliation of Net Loss per Share | A reconciliation of net loss per share is as follows:
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| Schedule of Fair Value Measurements, Recurring and Nonrecurring | 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
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| Summary of Restatement of Previously Issued Financial Statements | The impact of the revision on the Company’s balance sheet as of July 29, 2021 is reflected in the following table:
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Organization and Business Operations - Additional Information (Detail) - USD ($) |
8 Months Ended | ||||
|---|---|---|---|---|---|
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | |||
| Restricted Investments Term | 185 days | ||||
| Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | ||||
| Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||||
| Equity Method Investment, Ownership Percentage | 50.00% | ||||
| Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||
| Cash | $ 849,646 | ||||
| Sponsor [Member] | Private Placement Warrants [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Class of warrants and rights issued during the period | 455,000 | ||||
| Class Of Warrants and Rights Issued, Price Per Warrant | $ 10.00 | ||||
| Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||
| IPO [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Shares Issued, Price Per Share | $ 10.00 | ||||
| Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||
| Stock issuance costs | 3,461,151 | ||||
| Payments for Underwriting Expense | 3,000,000 | ||||
| Other Offering Costs | 461,151 | ||||
| Deferred Offering Costs Current And Noncurrent | 1,550,000 | ||||
| Accrued underwriting fees | 5,250,000 | ||||
| Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Class of warrants and rights issued during the period | 8,882 | ||||
| Proceeds from Issuance of Private Placement | $ 88,820 | ||||
| Other Offering Costs | 3,250 | ||||
| Transaction costs incurred | 92,070 | ||||
| Underwriting fees incurred | $ 88,820 | ||||
| Underwriting fees payable upon the consummation of business combination | $ 155,435 | ||||
| Common Class A [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 15,000,000 | ||||
| Common Class A [Member] | IPO [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 15,000,000 | ||||
| Shares Issued, Price Per Share | $ 10.00 | ||||
| Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||
| Overallotment option vesting period | 45 days | ||||
| Common Class B [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock issued during the period shares for services | 25,000 | ||||
| Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 600,900 | ||||
| Sale of Stock, Percentage of Ownership before Transaction | 9.90% | ||||
| NonRisk Incentive Private Shares [Member] | Sponsor [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||
| NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 225,000 | ||||
| Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||
| Sale of Stock, Price Per Share | $ 5.27 | ||||
| Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 2,250,000 | ||||
| Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
| Stock shares issued during the period shares | 2,250,000 | ||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||
| Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 |
Significant Accounting Policies - Additional Information (Detail) - USD ($) |
3 Months Ended | 8 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jul. 29, 2021 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Aug. 03, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Jan. 20, 2021 |
|
| Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |||||
| Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 9,897,599 | ||||||
| Unrecognized Tax Benefits | 0 | 0 | |||||
| Accrued for interest and penalties | 0 | 0 | |||||
| FDIC Insured Amount | $ 250,000 | $ 250,000 | |||||
| Stock issued during the period share based compensation forfeited | 451,474 | 451,474 | |||||
| Offering costs incurred | $ 92,070 | ||||||
| Stockholders' Equity | (4,392,369) | $ (4,392,369) | $ 17,424 | $ 23,789 | $ 0 | ||
| Accumulated deficit | (4,392,801) | (4,392,801) | |||||
| Revision of Prior Period, Adjustment [Member] | |||||||
| Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 5,000,000.0 | ||||||
| Stockholders' Equity | 9,000,000.0 | 9,000,000.0 | 9,000,000.0 | ||||
| Accumulated deficit | 4,000,000.0 | $ (4,036,196) | $ (4,036,196) | ||||
| Common Class A [Member] | |||||||
| Temporary equity shares outstanding | 15,444,103 | 15,444,103 | |||||
| Offering costs incurred | $ 233,411 | ||||||
| Temporary equity outstanding value | 154,443,683 | $ 154,443,683 | |||||
| Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | |||||||
| Temporary equity outstanding value | 9,000,000.0 | 150,000,000 | $ 150,000,000 | ||||
| Class A Common Stock Subject To Possible Redemption [Member] | |||||||
| Offering costs incurred | $ 9,664,188 | ||||||
| Common Class B [Member] | |||||||
| Weighted average shares subject to forfeiture | 562,500 | 562,500 | |||||
| Common stock shares for which the forfeiture option expired | 111,026 | ||||||
| Stock issued during the period share based compensation forfeited | 451,474 | ||||||
| NonRisk Incentive Private Shares [Member] | Sponsor [Member] | |||||||
| Sale of Stock, Consideration Received on Transaction | $ 1,186,448 |
Significant Accounting Policies - Summary of Restatement of Previously Issued Financial Statements (Details) - USD ($) |
Sep. 30, 2021 |
Jul. 29, 2021 |
|---|---|---|
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Additional paid-in capital | $ 0 | |
| Accumulated deficit | (4,392,801) | |
| As Previously Reported | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Additional paid-in capital | 5,007,010 | |
| Accumulated deficit | (7,576) | |
| Adjustment | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Additional paid-in capital | (5,007,010) | |
| Accumulated deficit | (4,028,620) | |
| As restated | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Additional paid-in capital | 5,000,000.0 | |
| Accumulated deficit | (4,036,196) | $ 4,000,000.0 |
| Common Class A [Member] | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Class A common stock subject to possible redemption | 154,443,683 | |
| Class A common stock | 46 | |
| Common Class A [Member] | As Previously Reported | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Class A common stock subject to possible redemption | 140,964,280 | |
| Class A common stock | 136 | |
| Common Class A [Member] | Adjustment | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Class A common stock subject to possible redemption | 9,035,720 | |
| Class A common stock | (90) | |
| Common Class A [Member] | As restated | ||
| Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
| Class A common stock subject to possible redemption | 150,000,000 | $ 9,000,000.0 |
| Class A common stock | $ 46 |
Significant Accounting Policies - Schedule of Reconciliation of Net Loss per Share (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | 8 Months Ended | |
|---|---|---|---|---|
Mar. 31, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
| Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
| Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (1,211) | $ (87,303) | $ (6,365) | $ (94,879) |
| Class A Common Stock Subject To Possible Redemption [Member] | ||||
| Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
| Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (62,958) | $ (47,446) | ||
| Weighted average shares outstanding, basic and diluted | 10,705,106 | 3,892,766 | ||
| Basic and diluted net loss per share | $ (0.01) | $ (0.01) | ||
| Common Class A [Member] | ||||
| Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
| Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (1,893) | $ (1,427) | ||
| Weighted average shares outstanding, basic and diluted | 321,928 | 117,065 | ||
| Basic and diluted net loss per share | $ (0.01) | $ (0.01) | ||
| Common Class B [Member] | ||||
| Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
| Allocation of undistributable losses/ Net income/(loss) to Common shares | $ (22,452) | $ (46,006) | ||
| Weighted average shares outstanding, basic and diluted | 3,817,581 | 3,774,575 | ||
| Basic and diluted net loss per share | $ (0.01) | $ (0.01) | ||
Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Detail) |
Sep. 30, 2021
USD ($)
|
|---|---|
| Fair Value, Recurring [Member] | |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
| Marketable securities held in Trust Account | $ 154,443,683 |
Initial Public Offering - Additional information (Detail) - USD ($) |
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
|---|---|---|---|---|---|
| Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | |||
| IPO [Member] | |||||
| Shares Issued, Price Per Share | $ 10.00 | ||||
| Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||
| Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
| Class of warrants and rights issued during the period | 8,882 | ||||
| Proceeds from Issuance of Private Placement | $ 88,820 | ||||
| Common Class A [Member] | |||||
| Stock shares issued during the period shares | 15,000,000 | ||||
| Common Class A [Member] | IPO [Member] | |||||
| Stock shares issued during the period shares | 15,000,000 | ||||
| Shares Issued, Price Per Share | $ 10.00 | ||||
| Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||
| Exercise price of warrant | $ 11.50 | ||||
| Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
| Stock shares issued during the period shares | 2,250,000 | ||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||
| Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
2 Months Ended | 3 Months Ended | 8 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Mar. 01, 2021 |
Jan. 25, 2021 |
Jan. 21, 2021 |
Mar. 31, 2021 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
|
| Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||
| Shares Issued, Price Per Share | $ 10.00 | $ 10.00 | $ 10.00 | |||||||
| Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,474 | 451,474 | ||||||||
| Due to related party | $ 588 | $ 588 | ||||||||
| Founder Shares [Member] | ||||||||||
| Common Stock, Shares Subscribed but Unissued | 3,593,750 | |||||||||
| Common stock par or stated value per share | $ 0.0001 | |||||||||
| Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | ||||||||
| Shares Issued, Price Per Share | $ 0.00696 | |||||||||
| Stock Issued During Period, Shares, Issued for Services | 3,593,750 | |||||||||
| Office Space Administrative And Support Services [Member] | ||||||||||
| Expenses from Transactions with Related Party | 10,000 | |||||||||
| Working Capital Loan [Member] | ||||||||||
| Due to related party | 0 | 0 | ||||||||
| Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | ||||||||
| Warrants issued price per warrant | $ 1.50 | $ 1.50 | ||||||||
| Sponsor [Member] | ||||||||||
| Administrative fees | $ 21,000 | |||||||||
| Sponsor [Member] | Promissory Note [Member] | ||||||||||
| Debt Instrument, Face Amount | $ 300,000 | |||||||||
| Note payable – related party | $ 0 | $ 0 | ||||||||
| Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||
| Class of warrants and rights issued during the period | 455,000 | |||||||||
| Proceeds from Issuance of Private Placement | $ 4,550,000 | |||||||||
| Over-Allotment Option [Member] | Founder Shares [Member] | ||||||||||
| Common Stock forfeiture provisions lapsed | 111,026 | |||||||||
| Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,464 | |||||||||
| Overallotment option vesting period | 45 days | |||||||||
| Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||||
| Class of warrants and rights issued during the period | 8,882 | |||||||||
| Proceeds from Issuance of Private Placement | $ 88,820 | |||||||||
| IPO [Member] | ||||||||||
| Shares Issued, Price Per Share | $ 10.00 | |||||||||
| Underwriting Agreement [Member] | Founder Shares [Member] | ||||||||||
| Stock shares issued during the period shares | 2,250,000 | |||||||||
| Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | |||||||||
| Stock shares issued during the period shares | 2,250,000 | |||||||||
| Common Class A [Member] | ||||||||||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
| Common stock shares outstanding | 463,882 | 463,882 | ||||||||
| Stock shares issued during the period shares | 15,000,000 | |||||||||
| Common Class A [Member] | Sponsor [Member] | ||||||||||
| Share price | $ 12.00 | $ 12.00 | ||||||||
| Number of trading days for determining the share price | 20 days | |||||||||
| Number of consecutive trading days for determining the share price | 30 days | |||||||||
| Waiting period after which the share trading days are considered | 150 days | |||||||||
| Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
| Common stock shares outstanding | 15,907,985 | 15,907,985 | ||||||||
| Common Class A [Member] | IPO [Member] | ||||||||||
| Shares Issued, Price Per Share | $ 10.00 | |||||||||
| Stock shares issued during the period shares | 15,000,000 | |||||||||
| Common Class B [Member] | ||||||||||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
| Stock Issued During Period, Shares, Issued for Services | 25,000 | |||||||||
| Stockholders' Equity Note, Stock Split | 1:1.2 | |||||||||
| Common stock shares outstanding | 4,312,500 | 3,861,026 | 3,861,026 | |||||||
| Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,474 | |||||||||
| Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
| Common stock shares outstanding | 3,861,026 | 3,861,026 | ||||||||
| NonRisk Incentive Private Shares [Member] | Sponsor [Member] | ||||||||||
| Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | |||||||||
| NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
| Stock shares issued during the period shares | 225,000 | |||||||||
| Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | |||||||||
| Sale of Stock, Price Per Share | $ 5.27 | |||||||||
| Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||
| Stock shares issued during the period shares | 600,900 | |||||||||
| Sale of Stock, Percentage of Ownership before Transaction | 9.90% |
Commitments & Contingencies - Additional Information (Detail) - USD ($) |
8 Months Ended | |||||
|---|---|---|---|---|---|---|
Aug. 06, 2021 |
Aug. 03, 2021 |
Jul. 29, 2021 |
Jul. 26, 2021 |
Sep. 30, 2021 |
Jul. 14, 2021 |
|
| NonRisk Incentive Private Shares [Member] | Maximum [Member] | Sponsor [Member] | ||||||
| Percentage of ownership shares through initial Business Combination | 10.00% | |||||
| Risk Incentive Private Shares [Member] | Minimum [Member] | Sponsor [Member] | ||||||
| Percentage of ownership shares through initial Business Combination | 10.00% | |||||
| Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
| Stock shares issued during the period shares | 2,250,000 | |||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | |||||
| Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 | |||||
| Cash underwriting discount percent | 2.00% | 2.00% | ||||
| Payment of underwriting discount | $ 88,820 | $ 3,000,000 | ||||
| Deferred underwriting fee percent | 3.50% | |||||
| Deferred underwriting commission | $ 5,405,436 |
Shareholder's Equity (Deficit) - Additional Information (Detail) - USD ($) |
8 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2021 |
Aug. 03, 2021 |
Jul. 29, 2021 |
Mar. 01, 2021 |
Jan. 25, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Jan. 20, 2021 |
|
| Class of Stock [Line Items] | |||||||||
| Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |||||||
| Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
| Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||||||
| Preferred stock shares issued | 0 | 0 | |||||||
| Preferred stock shares outstanding | 0 | 0 | |||||||
| Volume weighted average price of shares | $ 9.20 | $ 9.20 | |||||||
| Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | ||||||||
| Stockholders' Equity | $ (4,392,369) | $ (4,392,369) | $ 17,424 | $ 23,789 | $ 0 | ||||
| Additional paid-in capital | 0 | 0 | |||||||
| Accumulated deficit | (4,392,801) | (4,392,801) | |||||||
| Restatement [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Temporary equity, carrying amount | 9,000,000.0 | 9,000,000.0 | |||||||
| Stockholders' Equity | 9,000,000.0 | $ 9,000,000.0 | 9,000,000.0 | ||||||
| Additional paid-in capital | 5,000,000.0 | 5,000,000.0 | |||||||
| Accumulated deficit | $ (4,036,196) | $ 4,000,000.0 | $ (4,036,196) | ||||||
| Warrant [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||||
| Warrants and rights outstanding term | 5 years | 5 years | |||||||
| Common Class A [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Stock shares issued during the period shares | 15,000,000 | ||||||||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
| Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
| Common stock shares issued | 463,882 | 463,882 | |||||||
| Common stock shares outstanding | 463,882 | 463,882 | |||||||
| Common Class A [Member] | Founder [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Percentage of common stock issued and outstanding | 20.00% | 20.00% | |||||||
| Common Class B [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
| Common stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
| Common stock shares issued | 3,861,026 | 3,861,026 | |||||||
| Common stock shares outstanding | 3,861,026 | 4,312,500 | 3,861,026 | ||||||
| Stockholders' Equity Note, Stock Split | 1:1.2 | ||||||||
| Stock Issued During Period, Shares, Stock Splits | 4,312,500 | ||||||||
| Common Stock [Member] | Common Class A [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Stockholders' Equity | $ 46 | $ 46 | 0 | 0 | 0 | ||||
| Common Stock [Member] | Common Class B [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Stockholders' Equity | 386 | 386 | $ 431 | $ 431 | $ 0 | ||||
| Preferred Stock [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Preferred stock par or stated value per share | $ 0.0001 | ||||||||
| Preferred stock shares authorized | 1,000,000 | ||||||||
| Preferred Stock [Member] | Restatement [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Accumulated deficit | $ 4,000,000.0 | $ 4,000,000.0 | |||||||
| Redemption of warrants equals or exceeds $18.00 [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | 180.00% | |||||||
| Share price | $ 18.00 | $ 18.00 | |||||||
| Class of warrants or rights redemption price per unit | $ 0.01 | $ 0.01 | |||||||
| Notice period of redemption warrant | 30 days | ||||||||
| Securities for capital with closing of initial business combination | 20 days | ||||||||
| Third trading day prior to date on which company notice of redemption | 30 days | ||||||||
| Redemption of warrants equals or exceeds $18.00 [Member] | Common Class A [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Notice period of redemption warrant | 30 days | ||||||||
| Redemption of warrants below $9.20 [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | 115.00% | |||||||
| Share price | $ 9.20 | $ 9.20 | |||||||
| Over-Allotment Option [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Number of additional shares purchased | 444,103 | 444,103 | |||||||
| Number of shares available for purchase | 2,250,000 | ||||||||
| Number of shares lapsed | 111,026 | ||||||||
| Number of founder shares forfeited | 451,464 | ||||||||
| Over-Allotment Option [Member] | Common Class A [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Common Stock Shares Subject To Forfeiture | 15,444,103 | 15,444,103 | |||||||
| Common stock shares issued | 15,907,985 | 15,907,985 | |||||||
| Common stock shares outstanding | 15,907,985 | 15,907,985 | |||||||
| Over-Allotment Option [Member] | Common Class B [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Common Stock Shares Subject To Forfeiture | 562,500 | 562,500 | |||||||
| Common stock shares issued | 3,861,026 | 3,861,026 | |||||||
| Common stock shares outstanding | 3,861,026 | 3,861,026 | |||||||
| Over-Allotment Option [Member] | Common Stock [Member] | |||||||||
| Class of Stock [Line Items] | |||||||||
| Stock shares issued during the period shares | 3,593,750 | ||||||||
| Common Stock Shares Subject To Forfeiture | 468,750 | ||||||||
| Equity Method Investment, Ownership Percentage | 20.00% |
&ULM3S9