| 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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one Redeemable Warrant |
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
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ASSETS |
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ASSETS |
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Current assets |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Investments Held in Trust Account |
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Total assets |
$ | |||
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDER’S DEFICIT |
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LIABILITIES |
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Current liabilities |
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Accrued expenses |
$ | |||
Accrued offering costs |
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Franchise tax payable |
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Total current liabilities |
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Non-current liabilities |
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Deferred underwriter fee payable |
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Warrant liability |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies |
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Redeemable Class A Common stock |
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Redeemable Class A common stock, $ |
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STOCKHOLDER’S DEFICIT |
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Preferred stock, $ |
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Class A Common Stock; $ |
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Class B Common Stock; $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total Stockholder’s Deficit |
( |
) | ||
Total Liabilities, Redeemable Class A Common Stock and Stockholder’s Deficit |
$ | |||
| (1) | Includes up to |
| For the Period From | ||||||||
| For the Three Months | February 16, 2021 (inception) |
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| Ended September 30, 2021 |
through September 30, 2021 |
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| General and administrative expenses |
$ | $ | ||||||
| Formation costs |
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| Franchise tax expenses |
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| Loss from operations |
( |
) | ( |
) | ||||
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| Other expense |
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| Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
| Offering costs associated with derivative warrant liabilities |
( |
) | ( |
) | ||||
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| Total other expense |
( |
) | ( |
) | ||||
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| Net loss allocable to common shareholders |
$ | ( |
) | $ | ( |
) | ||
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| Weighted average of shares outstanding of Class A redeemable common shares, basic and diluted |
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| Basic and diluted net loss per share, Class A redeemable common shares |
$ | ( |
) | $ | ( |
) | ||
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| Weighted average of shares of Class B non-redeemable common shares (1) |
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| Basic and diluted net loss per share, Class B non-redeemable common shares (1) |
$ | ( |
) | $ | ( |
) | ||
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| (1) | Excludes up to |
Stockholders’ Equity (Deficit) |
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Class A Common Stock subject to possible redemption |
Class B Common Stock |
Additional |
Accumulated |
Total stockholder’s |
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Shares |
Amount |
Shares |
Amount |
paid-in capital |
deficit |
equity (deficit) |
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| Balance, February 16, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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| Issuance of Class B common stock to Sponsor (1) |
— | — | — | |||||||||||||||||||||||||
| Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
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| Balance, June 30, 2021 |
( |
) |
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| Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross |
— | — | — | — | — | |||||||||||||||||||||||
| Offering costs |
— | ( |
) | — | — | — | — | |||||||||||||||||||||
| Private placement of warrants, includes excess cash received of $ |
— | — | — | — | ||||||||||||||||||||||||
| Deemed dividend to Class A Stockholders |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
| |
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| Balance, September 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
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| (1) | Includes up to |
| Cash Flows from Operating Activities |
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| Net loss |
$ | ( |
) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Change in fair value of derivative warrant liabilities |
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| Offering costs associated with derivative warrant liabilities |
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| Changes in operating assets and liabilities: |
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| Prepaid expenses |
( |
) | ||
| Accrued expenses |
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| Franchise tax payable |
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| |
|
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| Net cash used in operating activities |
( |
) | ||
| |
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| Cash Flows from Investing Activities |
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| Cash deposited in Trust Account |
( |
) | ||
| |
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| Net cash used in investing activities |
( |
) | ||
| |
|
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| Cash Flows from Financing Activities |
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| Proceeds from issuance of Class B common stock to Sponsor |
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| Proceeds from Sponsor note |
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| Repayment of Sponsor note |
( |
) | ||
| Proceeds received from initial public offering, gross |
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| Proceeds received from private placement |
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| Offering costs paid |
( |
) | ||
| |
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| Net cash provided by financing activities |
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| Net increase in Cash |
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| Cash - Beginning of period |
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| |
|
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| Cash - End of period |
$ | |||
| |
|
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| Supplemental disclosures of non-cash activities: |
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| Offering costs included in accrued offering costs |
$ | |||
| |
|
|||
| Deferred underwriting commissions |
$ | |||
| |
|
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| Deemed dividend to Class A stockholders |
$ | |||
| |
|
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
| For the Three Months Ended September 30, 2021 |
For the period from February 16, 2021 (inception) through September 30, 2021 |
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| Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per common share |
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Numerator: |
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Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net loss per common share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon not less than |
| • | if, and only if, the closing price of the common stock equals or exceeds $ period commencing after the warrants become exercisable and ending three trading days before the Company sends the notice of redemption to the warrant holders. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account - Treasury Securities Money Market Fund |
$ | $ | $ | |||||||||
Liabilities: |
||||||||||||
Public Warrants |
$ | $ | $ | |||||||||
Private Placement Warrants |
$ | $ | $ | |||||||||
Inputs |
Public Warrants |
Private Placement Warrants |
||||||
Exercise price |
$ | $ | ||||||
Stock Price at Issuance Date |
$ | $ | ||||||
Expected term (years) |
||||||||
Probability of Acquisition |
% | % | ||||||
Volatility |
% pre-merger and % post-merger |
% | ||||||
Risk-free rate |
% | % | ||||||
Change in fair value of warrant liabilities |
||||
Derivative warrant liabilities at February 16, 2021 (inception) |
$ | |||
Issuance of public and private warrants at August 30, 2021 |
||||
Change in fair value of derivative warrant liabilities |
||||
Derivative warrant liabilities at September 30, 2021 |
$ | |||
| * | Filed herewith |
| ** | Furnished herewith |
Cascadia Acquisition Corp. | ||||||
| Date: November 15, 2021 | By: | /s/ Jamie Boyd | ||||
| Name: | Jamie Boyd | |||||
| Title: | Chief Executive Officer & Chief Financial Officer | |||||
| (Principal Executive Officer) | ||||||
Exhibit 31.1
CERTIFICATION
I, Jamie Boyd, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cascadia Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | [Paragraph intentionally omitted in accordance with Exchange Act Rules 13a-14(a) and 15d-14(a)]; |
| 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of 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 control over financial reporting. |
November 15, 2021
| /s/ Jamie Boyd |
| Jamie Boyd |
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Cascadia Acquisition Corp., a Delaware corporation (the “Company”), on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Jamie Boyd, Chief Executive Officer and 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:
(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 15, 2021
| /s/ Jamie Boyd |
| Jamie Boyd |
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
Balance Sheet (Parenthetical) |
Sep. 30, 2021
$ / shares
shares
|
|---|---|
| Temporary Equity, Shares Authorized | 100,000,000 |
| Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
| Preferred Stock, Shares Authorized | 1,000,000 |
| Preferred Stock, Shares Issued | 0 |
| Preferred Stock, Shares Outstanding | 0 |
| Common Class A [Member] | |
| Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
| Temporary Equity, Shares Issued | 15,000,000 |
| Temporary Equity, Shares Outstanding | 15,000,000 |
| Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
| Common Stock, Shares Authorized | 100,000,000 |
| Common Stock, Shares, Issued | 0 |
| Common Stock, Shares, Outstanding | 0 |
| Common Class B [Member] | |
| Temporary Equity, Shares Outstanding | 562,500 |
| Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
| Common Stock, Shares Authorized | 10,000,000 |
| Common Stock, Shares, Issued | 4,312,500 |
| Common Stock, Shares, Outstanding | 4,312,500 |
| Common Class B [Member] | Over-Allotment Option [Member] | |
| Temporary Equity, Shares Outstanding | 562,500 |
Statements of Operations - USD ($) |
3 Months Ended | 8 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|||
| General and administrative expenses | $ 80,658 | $ 80,658 | ||
| Formation costs | 0 | 2,500 | ||
| Franchise tax expenses | 16,667 | 16,667 | ||
| Loss from operations | (97,325) | (99,825) | ||
| Other expense | ||||
| Change in fair value of derivative warrant liabilities | (375,000) | (375,000) | ||
| Offering costs associated with derivative warrant liabilities | (326,718) | (326,718) | ||
| Total other expense | (701,718) | (701,718) | ||
| Net loss allocable to common shareholders | $ (799,043) | $ (801,543) | ||
| Common Class A [Member] | ||||
| Other expense | ||||
| Weighted average of shares | 15,000,000 | 15,000,000 | ||
| Basic and diluted net loss per share | $ (0.79) | $ (0.79) | ||
| Common Class B [Member] | ||||
| Other expense | ||||
| Weighted average of shares | [1] | 3,750,000 | 3,750,000 | |
| Basic and diluted net loss per share | [1] | $ (0.79) | $ (0.79) | |
| ||||
Statements of Operations (Parenthetical) - Common Class B [Member] |
Sep. 30, 2021
shares
|
|---|---|
| Temporary Equity, Shares Outstanding | 562,500 |
| Over-Allotment Option [Member] | |
| Temporary Equity, Shares Outstanding | 562,500 |
Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($) |
Total |
Additional Paid-in Capital [Member] |
Accumulated deficit [Member] |
Common Class A [Member] |
Common Class B [Member] |
||
|---|---|---|---|---|---|---|---|
| Balance at the beginning at Feb. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
| Balance at the beginning, Shares at Feb. 15, 2021 | 0 | 0 | |||||
| Issuance of Class B common stock to Sponsor | [1] | 25,000 | 24,569 | $ 431 | |||
| Issuance of Class B common stock to Sponsor, Shares | [1] | 4,312,500 | |||||
| Net loss | (2,500) | (2,500) | |||||
| Balance at the end at Jun. 30, 2021 | 22,500 | 24,569 | (2,500) | $ 0.00 | $ 431 | ||
| Balance at the end, Shares at Jun. 30, 2021 | 0 | 4,312,500 | |||||
| Balance at the beginning at Feb. 15, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | ||
| Balance at the beginning, Shares at Feb. 15, 2021 | 0 | 0 | |||||
| Net loss | (801,543) | ||||||
| Private placement of warrants, includes excess cash received of $1,250,000 over the fair value at issuance date of August 30, 2021 | 5,000,000 | ||||||
| Balance at the end at Sep. 30, 2021 | (13,618,151) | 0 | (13,618,582) | $ 150,000,000 | $ 431 | ||
| Balance at the end, Shares at Sep. 30, 2021 | 15,000,000 | 4,312,500 | |||||
| Balance at the beginning at Jun. 30, 2021 | 22,500 | 24,569 | (2,500) | $ 0.00 | $ 431 | ||
| Balance at the beginning, Shares at Jun. 30, 2021 | 0 | 4,312,500 | |||||
| Net loss | (799,043) | (799,043) | |||||
| Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross, Shares | 15,000,000 | ||||||
| Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross | $ 140,700,000 | ||||||
| Offering costs | (8,541,608) | ||||||
| Private placement of warrants, includes excess cash received of $1,250,000 over the fair value at issuance date of August 30, 2021 | 1,250,000 | 1,250,000 | 3,750,000 | ||||
| Deemed dividend to Class A Stockholders | (14,091,608) | (1,274,569) | (12,817,039) | 14,091,608 | |||
| Balance at the end at Sep. 30, 2021 | $ (13,618,151) | $ 0 | $ (13,618,582) | $ 150,000,000 | $ 431 | ||
| Balance at the end, Shares at Sep. 30, 2021 | 15,000,000 | 4,312,500 | |||||
| |||||||
Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical) |
Aug. 30, 2021
USD ($)
|
|---|---|
| Warrant issuance cost | $ 1,250,000 |
Statement of Cash Flows |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
| |
| Net Cash Provided by (Used in) Operating Activities [Abstract] | |
| Net loss | $ (801,543) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| Change in fair value of derivative warrant liabilities | 375,000 |
| Offering costs associated with derivative warrant liabilities | 326,718 |
| Changes in operating assets and liabilities: | |
| Prepaid expenses | (781,788) |
| Accrued expenses | 34,167 |
| Franchise tax payable | 16,667 |
| Net cash used in operating activities | (830,779) |
| Cash Flows from Investing Activities | |
| Cash deposited in Trust Account | (150,000,000) |
| Net cash used in investing activities | (150,000,000) |
| Cash Flows from Financing Activities | |
| Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
| Proceeds from Sponsor note | 123,795 |
| Repayment of Sponsor note | (123,795) |
| Proceeds received from initial public offering, gross | 150,000,000 |
| Proceeds received from private placement | 5,000,000 |
| Offering costs paid | (3,368,326) |
| Net cash provided by financing activities | 151,656,674 |
| Net increase in Cash | 825,895 |
| Cash - Beginning of period | 0 |
| Cash - End of period | 825,895 |
| Supplemental disclosures of non-cash activities: | |
| Offering costs included in accrued offering costs | 250,000 |
| Deferred underwriting commissions | 5,250,000 |
| Deemed dividend to Class A stockholders | $ 14,091,608 |
Description of Organization and Business Operations |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cascadia Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 16, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination” or “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to concentrate on sourcing business combination opportunities in industry sectors that are being fundamentally reshaped by the introduction of advanced technologies, such as robotics, automation and artificial intelligence (“RAAI”), commonly referred to as “Industry 4.0.” In addition to RAAI, which the Company expects will be a key theme and focus as it sources business combination opportunities, the Company plans to also utilize the experience and relationship networks of its management team and board of directors to identify and source attractive and high growth opportunities in the environmental, social and governance, and specifically, the sustainability arena. As of September 30, 2021, the Company had not commenced operations. All activity for the period from February 16, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Cascadia Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 25, 2021. On August 30, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the share Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, and incurring offering costs of $8,830,225 of which $5,250,000 was for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 2,250,000 Units at the Initial Public Offering price to cover over-allotments, if any. On October 11, 2021, the underwriter waived the election to exercise its over-allotment option. s of theSimultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating total gross proceeds of $5,000,000 (the “Private Placement”). The Company granted the underwriter a 45-day option to purchase up to an additional 450,000 Private Placement Warrants at the Initial Public Offering to cover over-allotments, if any. On October 11, 2021, the underwriter waived the election to exercise its over-allotment option (See Note 5). Following the closing of the Initial Public Offering on August 30, 2021, $150,000,000, or $10.00 per Unit, from this Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Nasdaq rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the Trust Account (excluding deferred underwriting costs and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a 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 holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commissions, of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company will have until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party whose executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest, cause of action or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of September 30, 2021, the Company had $825,895 of cash in its operating bank account and $1,306,849 of working capital. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and promissory note from the Sponsor (as defined in Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loa n. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from February 16, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on August 27, 2021. Use of Estimates The preparation of the 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have cash equivalents in its operating account as of September 30, 2021. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering. Derivative Warrant Liabilities and Class A Common Stock Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in ASC 480 and 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 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability. The 7,500,000 public warrants issued in connection with the Initial Public Offering and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model at the measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As discussed in Note 3, all of the 15,000,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, as of September 30, 2021, 15,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.00 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement e. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Risks and Uncertainties Management continues to evaluate 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Net Loss per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At September 30, 2021, the Company had outstanding warrants to purchase up to 12,500,000 Class A common shares. The weighted average of these shares was excluded from the calculation of diluted net loss per common share since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited interim statements of operations include a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted, for Class A redeemable common shares is calculated by dividing the net earnings (interest income earned on the Trust Account less funds released to pay taxes) during the reporting periods by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common shares is calculated by dividing the net loss, adjusted for net earnings, as described above, attributable to Class A redeemable common shares during the reporting periods, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account less amounts to be paid for taxes, including franchise taxes, however such taxes cannot exceed the interest earned on the Trust Account for purposes of the allocation. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, net loss per share is the same as basic net loss per share. For the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) to September 30, 2021, the weighted average shares were reduced for the effect of an aggregate 562,500 Class B common shares that were subject to forfeiture in connection with the over-allotment option (See Note 5). As of September 30, 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021, earnings and losses are adjusted for the effects of the deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows:
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Initial Public Offering |
8 Months Ended |
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Sep. 30, 2021 | |
| Equity [Abstract] | |
| Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 30, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150,000,000. Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, and
one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share. |
Private Placement |
8 Months Ended |
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Sep. 30, 2021 | |
| Equity [Abstract] | |
| Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor has purchased an aggregate of 5,000,000 warrants at a price of $1.00 per Private Placement Warrant. for an aggregate purchase price of $5,000,000. Each of the Private Placement Warrants is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The Sponsor transferred $5,000,000 to the Trust Account. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Initial 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions |
8 Months Ended |
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Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 5. RELATED-PARTY TRANSACTIONS Founder Shares On February 22, 2021, the Sponsor paid $25,000 in consideration for 4,312,500 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 562,500 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The underwriter’s over-allotment option expired on October 9, 2021, and as a result, 562,500 Founder Shares were forfeited, resulting in 3,750,000 Founder Shares outstanding as of October 11, 2021. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares, with the exception of transferring, assigning or selling its Founder Shares to members of the Company’s board of directors and management team, until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. On August 26, 2021, the Sponsor assigned 75,000 Founder Shares to three directors (25,000 shares each) of the Company that will automatically convert to Class A shares upon the consummation of the Initial Business Combination (the “Award”). Pursuant to ASC 718, Compensation-Stock Compensation, the Company will expense the cost of the Award upon the consummation of the Initial Business Combination as these shares will not vest until the business combination is consummated. Related-Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrant s. Promissory Note — Related Party On February 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the date on which the Company consummates an Initial Public Offering. The Company borrowed $123,795 under the Promissory Note and repaid the Promissory Note on August 30, 2021 with proceeds from the Initial Public Offering. Services Agreement Commencing on the date of the Initial Public Offering, the Company entered into an agreement to pay Cascadia Capital Holdings, LLC a total of $10,000 per month for executive, and other operational support, including accounting services and office space provided to members of our management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company and the Sponsor have agreed to indemnify Cascadia Capital Holdings, LLC and its affiliates in connection with the services provided pursuant to the services agreement. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. |
Commitments |
8 Months Ended |
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Sep. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments | NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter’s over-allotment option expired unexercised on October 9, 2021. The underwriter received a cash underwriting discount of $0.55 per Unit, or $8,250,000 in the aggregate, of which $3,000,000 was paid upon the closing of the Initial Public Offering. The representative of the underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $5,250,000, which constitutes the underwriter’s deferred commissions will be paid to the underwriter from the funds held in the Trust Account. |
Stockholder's Equity |
8 Months Ended |
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Sep. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholder's Equity | NOTE 7. STOCKHOLDERS’ EQUITY Preferred stock Class A Common Stock Holders of the Company’s Class A common stock have 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 stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in management’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The Company’s amended and restated certificate of incorporation provides that in no event will the Company redeem its Class A common stock in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (as prescribed by exchange listing standards). In addition, the proposed Initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration the Company would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Initial Business Combination or redeem any shares in connection with such Initial Business Combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a
one-for-one |
Warrant Liability |
8 Months Ended | ||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||
| Warrant Liability [Abstract] | |||||||||||||||||
| Warrant Liability | NOTE 8. WARRANT LIABILITY As of September 30, 2021, the Company had 7,500,000 Public Warrants and 5,000,000 Private Placement Warrants outstanding in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elects, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock split, stock dividend, reorganization, recapitalization and the like. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 its 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounted for the 12,500,000 warrants issued in connection with the Initial Public Offering (comprised of 7,500,000 Public Warrants and 5,000,000 Private Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification . |
Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS At September 30, 2021, assets held in the Trust Account were comprised of $150,000,000 in money market funds which are invested in U.S. Treasury Securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
Transfer to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the period from February 16, 20201 (inception) through September 30, 2021. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period. The Company recognized $9,300,000 for the derivative warrant liabilities upon their issuance on August 30, 2021. On August 30, 2021, the Sponsor paid an aggregate of $5,000,000 for Private Placement Warrants with an initial aggregate fair value of $3,750,000. The excess purchase price over the initial fair value on the private placement closing date is recognized as a capital contribution from the Sponsor. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at September 30, 2021:
The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the period from February 16, 2021 (inception) through September 30, 2021, is summarized as follows:
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Subsequent Events |
8 Months Ended |
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Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date the unaudited financial statements were available to be issued. Other than described below, based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements. The underwriter’s over-allotment option expired unexercised on October 9, 2021, and as a result, 562,500 Founder Shares were forfeited, resulting in 3,750,000 Founder Shares outstanding as of October 11, 2021. |
Summary of Significant Accounting Policies (Policies) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The accompanying interim unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from February 16, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying interim unaudited financial statements should be read in conjunction with the final prospectus of the Company filed with the SEC on August 27, 2021. |
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| Use of Estimates | Use of Estimates The preparation of the 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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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 no t have cash equivalents in its operating account as of September 30, 2021. |
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| Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised solely of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Such securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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| Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering. |
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| Derivative Warrant Liabilities and Class A Common Stock Subject to Possible Redemption | Derivative Warrant Liabilities and Class A Common Stock Subject to Possible Redemption The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in ASC 480 and 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 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as a derivative liability. The 7,500,000 public warrants issued in connection with the Initial Public Offering and the 5,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of the Public Warrants issued in connection with the Initial Public Offering and Private Placement Warrants have been estimated using a Monte Carlo simulation model at the measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As discussed in Note 3, all of the 15,000,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, as of September 30, 2021, 15,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.00 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. |
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| Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of September 30, 2021. 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. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement e. |
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| Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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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| Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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| Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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| Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. At September 30, 2021, the Company had outstanding warrants to purchase up to 12,500,000 Class A common shares. The weighted average of these shares was excluded from the calculation of diluted net loss per common share since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited interim statements of operations include a presentation of loss per share for common shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted, for Class A redeemable common shares is calculated by dividing the net earnings (interest income earned on the Trust Account less funds released to pay taxes) during the reporting periods by the weighted average number of Class A redeemable common shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common shares is calculated by dividing the net loss, adjusted for net earnings, as described above, attributable to Class A redeemable common shares during the reporting periods, by the weighted average number of Class B non-redeemable common shares outstanding for the period. Class B non-redeemable common shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account less amounts to be paid for taxes, including franchise taxes, however such taxes cannot exceed the interest earned on the Trust Account for purposes of the allocation. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, net loss per share is the same as basic net loss per share. For the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) to September 30, 2021, the weighted average shares were reduced for the effect of an aggregate 562,500 Class B common shares that were subject to forfeiture in connection with the over-allotment option (See Note 5). As of September 30, 2021, the Company has two classes of common shares, Class A common shares and Class B common shares. For the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021, earnings and losses are adjusted for the effects of the deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows:
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Summary of Significant Accounting Policies (Tables) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share, Basic and Diluted | For the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021, earnings and losses are adjusted for the effects of the deemed dividend to Class A stockholders and are allocated pro rata between the two classes of common shares as follows:
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Fair Value Measurements (Tables) |
8 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Assets Measured at Fair Value On a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
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| Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at September 30, 2021:
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| Schedule of Changes in the Fair Value of Warrant Liabilities | The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the period from February 16, 2021 (inception) through September 30, 2021, is summarized as follows:
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Description of Organization and Business Operations - Additional Information (Detail) - USD ($) |
8 Months Ended | ||
|---|---|---|---|
Aug. 30, 2021 |
Feb. 22, 2021 |
Sep. 30, 2021 |
|
| Sale of stock issue price per share | $ 10.00 | ||
| Proceeds from initial public offering | $ 150,000,000 | ||
| Deferred underwriting discount non current | $ 5,250,000 | $ 5,250,000 | |
| Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80.00% | ||
| Equity method investment ownership percentage | 50.00% | ||
| Minimum net worth to consummate business combination | $ 5,000,001 | ||
| Expenses payable on dissolution | $ 100,000 | ||
| Temporary equity redemption price per share | $ 10.00 | ||
| Net working capital | $ 1,306,849 | ||
| Number of days to buy units | 45 days | ||
| Number of additional units issue under Initial Public Offering price | 2,250,000 | ||
| Percentage of public shares to be redeemed in exchange act | 15.00% | ||
| Cash | $ 825,895 | ||
| Pro Forma [Member] | |||
| Sale of stock issue price per share | $ 10.00 | ||
| Founder [Member] | |||
| Stock shares issued during the period for services shares | 4,312,500 | 25,000 | |
| Private Placement Warrants [Member] | |||
| Class of warrants or rights warrants issued during the period units | 5,000,000 | ||
| Class of warrants or rights warrants issued issue price per warrant | $ 1.00 | ||
| Number of days to buy units | 45 days | ||
| Number of additional units issue under Initial Public Offering price | 450,000 | ||
| Class of warrants or rights warrants issued during the period value | $ 5,000,000 | ||
| IPO [Member] | Private Placement Warrants [Member] | |||
| Stock issued during the period shares | 150,000,000 | ||
| Sale of stock issue price per share | $ 10.00 | ||
| Class of warrants or rights warrants issued during the period units | 5,000,000 | ||
| Class of warrants or rights warrants issued issue price per warrant | $ 1.00 | ||
| Term of restricted investments | 185 days | ||
| Common Class A [Member] | |||
| Sale of stock issue price per share | $ 9.20 | ||
| Common Class A [Member] | IPO [Member] | |||
| Stock issued during the period shares | 15,000,000 | ||
| Sale of stock issue price per share | $ 10.00 | ||
| Proceeds from initial public offering | $ 150,000,000 | ||
| Total transaction costs incurred in connection with initial public offering | 8,830,225 | ||
| Deferred underwriting discount non current | $ 5,250,000 |
Summary of Significant Accounting Policies - Additional Information (Detail) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
shares
| |
| Cash insured with federal depository insurance corporation | $ | $ 250,000 |
| Public Warrants [Member] | |
| Class of warrants or rights warrants issued during the period units | 7,500,000 |
| Private Placement Warrants [Member] | |
| Class of warrants or rights warrants issued during the period units | 5,000,000 |
| Common Class A [Member] | |
| Subject to forfeiture | 15,000,000 |
| Antidiluted securities | 12,500,000 |
| Common Class B [Member] | |
| Subject to forfeiture | 562,500 |
Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($) |
3 Months Ended | 8 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|||
| Common Class A [Member] | ||||
| Numerator: | ||||
| Allocation of net loss, as adjusted | $ (11,912,521) | $ (11,914,521) | ||
| Denominator: | ||||
| Basic and diluted weighted average common shares outstanding | 15,000,000 | 15,000,000 | ||
| Basic and diluted net loss per common share | $ (0.79) | $ (0.79) | ||
| Common Class B [Member] | ||||
| Numerator: | ||||
| Allocation of net loss, as adjusted | $ (2,978,130) | $ (2,978,630) | ||
| Denominator: | ||||
| Basic and diluted weighted average common shares outstanding | [1] | 3,750,000 | 3,750,000 | |
| Basic and diluted net loss per common share | [1] | $ (0.79) | $ (0.79) | |
| ||||
Initial Public Offering - Additional Information (Detail) - USD ($) |
Aug. 30, 2021 |
Sep. 30, 2021 |
|---|---|---|
| Proceeds from temporary equity issuance | $ 150,000,000 | |
| Common Class A [Member] | ||
| Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Common Class A [Member] | Public Warrants [Member] | ||
| Class of warrants or rights exercise price per share | $ 11.50 | |
| Common Class A [Member] | IPO [Member] | ||
| Temporary equity stock shares issued during the period shares | 15,000,000 | |
| Temporary equity shares issued price per share | $ 10.00 |
Private Placement - Additional Information (Detail) |
3 Months Ended | 8 Months Ended |
|---|---|---|
|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
Sep. 30, 2021
USD ($)
$ / shares
shares
|
|
| Proceeds raised from warrant issuances transferred to the trust account | $ | $ 5,000,000 | |
| Proceeds received from private placement | $ | $ 1,250,000 | $ 5,000,000 |
| Private Placement Warrants [Member] | ||
| Class of warrants or rights warrants issued during the period units | shares | 5,000,000 | |
| Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1.00 | $ 1.00 |
| Class of warrants or rights number of shares called by each warrant or right | shares | 1 | 1 |
| Class of warrants or rights exercise price per share | $ / shares | $ 11.50 | $ 11.50 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
8 Months Ended | |||
|---|---|---|---|---|
Oct. 11, 2021 |
Aug. 26, 2021 |
Feb. 22, 2021 |
Sep. 30, 2021 |
|
| Share price | $ 12.00 | |||
| Number of trading days for determining 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 | |||
| Proceeds from notes payable | $ 123,795 | |||
| Repayment of notes payable | $ 123,795 | |||
| Founder [Member] | ||||
| Stock issued during the period for services value | $ 25,000 | |||
| Stock issued during the period for services shares | 4,312,500 | 25,000 | ||
| Founder [Member] | Maximum [Member] | ||||
| Percentage of the total common stock outstanding | 20.00% | |||
| Founder [Member] | Subsequent Event [Member] | ||||
| Common Stock, Shares, Outstanding | 3,750,000 | |||
| Promissory Note [Member] | ||||
| Related party transaction, expenses from transactions | $ 300,000 | |||
| Administration And Support Services [Member] | ||||
| Related party transaction fees payable per month | 10,000 | |||
| Working Capital Loans [Member] | ||||
| Working capital loans convertible into equity warrants | $ 1,500,000 | |||
| Debt instrument conversion price per share | $ 1.00 | |||
| Common Class B [Member] | ||||
| Common Stock, Shares, Outstanding | 4,312,500 | |||
| Common Class B [Member] | Founder [Member] | ||||
| Common stock shares subject to forfeiture | 562,500 | |||
| Interse transfer of shares | 75,000 | |||
| Common Class B [Member] | Founder [Member] | Transferee One [Member] | ||||
| Interse transfer of shares | 25,000 | |||
| Common Class B [Member] | Founder [Member] | Transferee Two [Member] | ||||
| Interse transfer of shares | 25,000 | |||
| Common Class B [Member] | Founder [Member] | Transferee Three [Member] | ||||
| Interse transfer of shares | 25,000 | |||
| Common Class B [Member] | Founder [Member] | Subsequent Event [Member] | ||||
| Shares issued share based payment arrangement forfeited | 562,500 | |||
| Common Stock, Shares, Outstanding | 3,750,000 |
Commitments - Additional Information (Detail) - USD ($) |
8 Months Ended | |
|---|---|---|
Aug. 30, 2021 |
Sep. 30, 2021 |
|
| Commitments [Line Items] | ||
| Underwriting discount per unit | $ 0.55 | |
| Underwriting discount | $ 8,250,000 | |
| Deferred underwriting discount non current | 5,250,000 | $ 5,250,000 |
| IPO [Member] | ||
| Commitments [Line Items] | ||
| Payment of underwriting fees | $ 3,000,000 | |
| Deferred underwriting commission as a percentage of gross proceeds | 3.50% |
Stockholder's Equity - Additional Information (Detail) |
Sep. 30, 2021
USD ($)
$ / shares
shares
|
|---|---|
| Preferred stock, par or stated value per share | $ / shares | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 |
| Preferred stock, shares issued | 0 |
| Preferred stock, shares outstanding | 0 |
| Common stock, conversion basis, percent | 20.00% |
| Minimum networth needed post redemption of temporary equity | $ | $ 5,000,001 |
| Sponsor [Member] | |
| Percentage of common stock issued and outstanding | 20.00% |
| Common Class A [Member] | |
| Common stock, par or stated value per share | $ / shares | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 |
| Common stock, shares, issued | 0 |
| Common stock, shares, outstanding | 0 |
| Temporary equity, shares outstanding | 15,000,000 |
| Common Class B [Member] | |
| Common stock, par or stated value per share | $ / shares | $ 0.0001 |
| Common stock, shares authorized | 10,000,000 |
| Common stock, shares, issued | 4,312,500 |
| Common stock, shares, outstanding | 4,312,500 |
| Temporary equity, shares outstanding | 562,500 |
| Common Class B [Member] | Over-Allotment Option [Member] | |
| Temporary equity, shares outstanding | 562,500 |
| Class A Common Stock Subject to Possible Redemption [Member] | |
| Common stock, shares, issued | 15,000,000 |
| Common stock, shares, outstanding | 15,000,000 |
Warrant Liability - Additional Information (Detail) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
$ / shares
| |
| Warrant Liability [Line Items] | |
| Sale of stock issue price per share | $ 10.00 |
| Percentage of consideration payable to shareholders of predecessor company in shares | 60.00% |
| Number of trading days for determining the share price | 20 days |
| Volume weighted average price of shares | $ 9.20 |
| Share price | 12.00 |
| Class of warrants or rights redemption price per unit | $ 0.01 |
| Minimum notice period to be given to the holders of warrants | 30 days |
| Number of consecutive trading days for determining the share price | 30 days |
| Share redemption trigger price | $ 18.00 |
| Warrants and rights outstanding | $ | $ 12,500,000 |
| Public Warrants [Member] | |
| Warrant Liability [Line Items] | |
| Warrants and rights outstanding term | 5 years |
| Warrants exercisable term from the date of completion of business combination | 30 days |
| Warrants exercisable term from the closing of IPO | 12 months |
| Warrants and rights outstanding | $ | $ 7,500,000 |
| Private Placement Warrants [Member] | |
| Warrant Liability [Line Items] | |
| Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
| Warrants and rights outstanding | $ | $ 5,000,000 |
| Maximum [Member] | |
| Warrant Liability [Line Items] | |
| Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% |
| Minimum [Member] | |
| Warrant Liability [Line Items] | |
| Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% |
| Common Class A [Member] | |
| Warrant Liability [Line Items] | |
| Sale of stock issue price per share | $ 9.20 |
| Share price | $ 18.00 |
| Number of consecutive trading days for determining volume weighted average price of shares | 20 days |
| Number of consecutive trading days for determining the share price | 30 days |
Fair Value Measurements - Summary of Assets Measured at Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] |
Sep. 30, 2021
USD ($)
|
|---|---|
| Quoted Prices in Active Markets (Level 1) | Public Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | $ 0 |
| Quoted Prices in Active Markets (Level 1) | Private Placement Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | 0 |
| Quoted Prices in Active Markets (Level 1) | Asset Held in Trust [Member] | |
| Assets: | |
| Investments held in Trust Account - Treasury Securities Money Market Fund | 150,000,000 |
| Significant Other Observable Inputs (Level 2) | Public Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | 0 |
| Significant Other Observable Inputs (Level 2) | Private Placement Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | 0 |
| Significant Other Observable Inputs (Level 2) | Asset Held in Trust [Member] | |
| Assets: | |
| Investments held in Trust Account - Treasury Securities Money Market Fund | 0 |
| Significant Other Unobservable Inputs (Level 3) | Public Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | 5,775,000 |
| Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants [Member] | |
| Liabilities: | |
| derivative warrant liabilities | 3,900,000 |
| Significant Other Unobservable Inputs (Level 3) | Asset Held in Trust [Member] | |
| Assets: | |
| Investments held in Trust Account - Treasury Securities Money Market Fund | $ 0 |
Fair Value Measurements - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements (Detail) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
$ / shares
| |
| Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Expected term (years) | 5 years |
| Exercise price | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Exercise price | 11.50 |
| Exercise price | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Exercise price | 11.50 |
| Stock Price at Issuance Date | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Stock price at issuance date | $ 9.46 |
| Stock Price at Issuance Date | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Stock price at issuance date | $ 9.46 |
| Expected term (years) | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Expected term (years) | 6 years |
| Expected term (years) | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Expected term (years) | 6 years |
| Probability of Acquisition | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 90.00 |
| Probability of Acquisition | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 90.00 |
| Volatility | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 14.4 |
| Volatility | Maximum [Member] | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 15 |
| Volatility | Minimum [Member] | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Warrants and Rights Outstanding, Measurement Input | 10 |
| Risk-free rate | Public Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Risk-free rate | 1.15% |
| Risk-free rate | Private Placement Warrants [Member] | |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Risk-free rate | 1.15% |
Fair Value Measurements - Schedule of Changes in the Fair Value of Warrant Liabilities (Detail) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
| |
| Change in fair value of warrant liabilities | |
| Derivative warrant liabilities at February 16, 2021 (inception) | $ 0 |
| Issuance of public and private warrants at August 30, 2021 | 9,300,000 |
| Change in fair value of derivative warrant liabilities | 375,000 |
| Derivative warrant liabilities at September 30, 2021 | $ 9,675,000 |
Fair Value Measurements - Additional Information (Detail) - USD ($) |
3 Months Ended | 8 Months Ended | |
|---|---|---|---|
Aug. 30, 2021 |
Sep. 30, 2021 |
Sep. 30, 2021 |
|
| Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net | $ 0 | ||
| Warrants and rights outstanding | $ 12,500,000 | 12,500,000 | |
| Proceeds received from private placement | 1,250,000 | 5,000,000 | |
| Derivative Warrant Liabilities [Member] | |||
| Warrants and rights outstanding | $ 9,300,000 | ||
| Private Placement Warrants [Member] | |||
| Warrants and rights outstanding | 5,000,000 | 5,000,000 | |
| Sponsor [Member] | Private Placement Warrants [Member] | |||
| Warrants and rights outstanding | 3,750,000 | ||
| Proceeds received from private placement | $ 5,000,000 | ||
| US Treasury Securities [Member] | |||
| Assets held in the Trust Account | $ 150,000,000 | $ 150,000,000 |
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Founder [Member] - shares |
Oct. 09, 2021 |
Oct. 11, 2021 |
|---|---|---|
| Number of shares forfeited during the period | 562,500 | |
| Temporary equity shares outstanding | 3,750,000 |