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 | ||
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |||
| ☒ | Non-accelerated filer |
Smaller reporting company | ||||
| Emerging growth company | ||||||
Page |
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Item 1. |
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| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
Item 2. |
19 | |||||
Item 3. |
24 | |||||
Item 4. |
25 | |||||
| 26 | ||||||
Item 1. |
26 | |||||
Item 1A. |
26 | |||||
Item 2. |
26 | |||||
Item 3. |
26 | |||||
Item 4. |
26 | |||||
Item 5. |
26 | |||||
Item 6. |
26 | |||||
| 27 | ||||||
Item 1. |
Financial Statements. |
September 30, 2021 |
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(unaudited) |
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| Assets: |
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| Cash |
$ | |||
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| Total current assets |
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| Deferred offering costs |
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| Total assets |
$ | |||
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| Liabilities and Stockholder’s Deficit |
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| Promissory Note - Related Party |
$ | |||
| Accrued Expenses - Related Party |
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| Total current liabilities |
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| Forward Purchase Agreement liability |
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| Total liabilities |
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| Commitments and Contingencies (Note 6) |
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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, $ (1) |
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| Additional paid-in capital |
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| Accumulated deficit |
( |
) | ||
| |
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| Total stockholder’s deficit |
( |
) | ||
| |
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| Total Liabilities and Stockholder’s Deficit |
$ | |||
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| (1) | Includes up to |
For the three months ended September 30, 2021 |
For the period from February 16, 2021 (inception) through September 30, 2021 |
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Formation and operating costs |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Unrealized gain on change in fair value of Forward Purchase Agreement liability |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted weighted average shares outstanding (1) |
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Basic and diluted net loss per common share |
$ | $ | ( |
) | ||||
| (1) | Excludes an aggregate of up to |
Additional |
Total |
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Common stock |
Paid-in |
Accumulated |
Stockholder’s |
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Shares (1) |
Amount |
Capital |
Deficit |
Deficit |
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Balance as of February 16, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Common stock issued to Sponsors |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of June 30, 2021 (unaudited) |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Initial classification of forward purchase agreement liability |
( |
) | — | ( |
) | |||||||||||||||
Reclass negative equity to accumulated deficit |
( |
) | — | |||||||||||||||||
Balance as of September 30, 2021 (unaudited) |
$ | $ | — | $ | ( |
) | $ | ( |
) | |||||||||||
| (1) | Includes up to |
| Cash flows from operating activities: |
| |||
| Net loss |
$ | ( |
) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: |
| |||
| Unrealized gain on change in fair value of Forward Purchase Agreement liability |
( |
) | ||
| Formation costs paid by Sponsor |
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| Change in accrued expenses - related party |
|
|
|
|
| |
|
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| Net cash provided by operating activities |
$ |
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| |
|
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| Cash flows from financing activities: |
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| Proceeds from issuance of promissory note to related party |
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| Deferred offering costs |
( |
) | ||
| |
|
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| Net cash provided by financing activities |
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| |
|
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| Net change in cash |
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| Cash, beginning of the period |
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| |
|
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| Cash, end of the period |
$ | |||
| |
|
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| Supplemental disclosure of non-cash financing activities: |
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| Initial classification of Forward Purchase Agreement liability |
$ | |||
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
$ | |||
| |
|
|||
| Deferred offering costs paid by Sponsor under the promissory note |
$ | |||
| |
|
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| • | to $9.20 if the aggregate purchase price paid by the forward purchaser at $ 10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
| • | and to below $ 9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8 % discount from the price per share in such PIPE). |
| • | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $ 10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an |
| • | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 8 % discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. |
| • | Management assumed a PIPE would be priced below $9.20 per share only 9.20 per share. |
| • | In whole and not in part; |
| • | at a price of $ |
| • | upon not less than “30-day redemption period”) to each warrant holder; and |
| • | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ |
Input |
September 30, 2020 |
August 23, 2021 |
||||||
Probability of successful business combination |
$ | % | $ | % | ||||
Likelihood by 3/31/2022 |
% | $ | % | |||||
Likelihood by 3/31/2023 |
% | % | ||||||
Likelihood by 3/31/2023 |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Stock price |
$ | $ | ||||||
Estimated term remaining (years) |
||||||||
Volatility |
% | % | ||||||
Fair value at August 23, 2021 |
$ | |||
Change in fair value |
( |
) | ||
Fair Value at September 30, 2021 |
$ |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| • | to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); |
| • | and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8% discount from the price per share in such PIPE). |
| • | Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20. |
| • | The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 50% of the public units (or, following the separate trading of the public shares and the public warrants, the public shares) on or prior to the initial business combination. The FPA holder that is expected to purchase public units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the public units (or, following the separate trading of the public shares and the public warrants) on or prior to the initial business combination since such forward purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. |
| • | Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 4. |
Controls and Procedures. |
| * | Filed herewith. |
INTEGRAL ACQUISITION CORPORATION 1 | ||||||
| Date: December 21, 2021 | /s/ Enrique Klix | |||||
| Name: | Enrique Klix | |||||
| Title: | Chief Executive Officer | |||||
| (Principal Executive Officer) | ||||||
| Date: December 21, 2021 | /s/ Brittany Lincoln | |||||
| Name: | Brittany Lincoln | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Enrique Klix, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Integral Acquisition Corporation 1; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | (Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942); |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: December 21, 2021 | By: | /s/ Enrique Klix | ||||
| Enrique Klix | ||||||
| Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brittany Lincoln, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Integral Acquisition Corporation 1; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | (Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942); |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: December 21, 2021 | By: | /s/ Brittany Lincoln | ||||
| Brittany Lincoln | ||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Integral Acquisition Corporation 1 (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Enrique Klix, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 21, 2021
| /s/ Enrique Klix | ||
| Name: | Enrique Klix | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Integral Acquisition Corporation 1 (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brittany Lincoln, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 21, 2021
| /s/ Brittany Lincoln | ||
| Name: | Brittany Lincoln | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Condensed Balance Sheet (Parenthetical) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
$ / shares
shares
| |
| Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
| Preferred stock shares authorized | 1,000,000 |
| Preferred stock shares outstanding | 0 |
| Preferred stock shares issued | 0 |
| 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 |
| 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 | 2,875,000 |
| Common stock shares outstanding | 2,875,000 |
| Common shares subject to forfeiture | 375,000 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 8 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|||
| Formation and operating costs | $ 11,262 | $ 29,310 | ||
| Loss from operations | (11,262) | (29,310) | ||
| Unrealized gain on change in fair value of Forward Purchase Agreement liability | 1,272 | 1,272 | ||
| Net loss | $ (9,990) | $ (28,038) | ||
| Basic and diluted weighted average shares outstanding | [1] | 2,500,000 | 2,500,000 | |
| Basic and diluted net loss per common share | $ 0.00 | $ (0.01) | ||
| ||||
Condensed Statements of Operations (Parenthetical) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
shares
| |
| Common Class B [Member] | |
| Common shares subject to forfeiture | 375,000 |
Condensed Statement of Changes in Stockholder's Deficit - USD ($) |
Total |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
||
|---|---|---|---|---|---|---|
| Beginning Balance at Feb. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||
| Beginning Balance , shares at Feb. 15, 2021 | [1] | 0 | ||||
| Common stock issued to Sponsors ,shares | [1] | 2,875,000 | ||||
| Common stock issued to Sponsors | 25,000 | $ 288 | 24,712 | |||
| Net loss | (18,048) | (18,048) | ||||
| Balance Ending at Jun. 30, 2021 | 6,952 | $ 288 | 24,712 | (18,048) | ||
| Balance Ending , shares at Jun. 30, 2021 | [1] | 2,875,000 | ||||
| Beginning Balance at Feb. 15, 2021 | 0 | $ 0 | 0 | 0 | ||
| Beginning Balance , shares at Feb. 15, 2021 | [1] | 0 | ||||
| Net loss | (28,038) | |||||
| Balance Ending at Sep. 30, 2021 | (1,016,973) | $ 288 | (1,017,261) | |||
| Balance Ending , shares at Sep. 30, 2021 | [1] | 2,875,000 | ||||
| Beginning Balance at Jun. 30, 2021 | 6,952 | $ 288 | 24,712 | (18,048) | ||
| Beginning Balance , shares at Jun. 30, 2021 | [1] | 2,875,000 | ||||
| Net loss | (9,990) | (9,990) | ||||
| Initial classification of forward purchase agreement liability | (1,013,935) | (1,013,935) | ||||
| Reclass negative equity to accumulated deficit | $ 989,223 | (989,223) | ||||
| Balance Ending at Sep. 30, 2021 | $ (1,016,973) | $ 288 | $ (1,017,261) | |||
| Balance Ending , shares at Sep. 30, 2021 | [1] | 2,875,000 | ||||
| ||||||
Condensed Statement of Changes in Stockholder's Deficit (Parenthetical) - shares |
8 Months Ended | |
|---|---|---|
Feb. 16, 2021 |
Sep. 30, 2021 |
|
| Common Class B [Member] | ||
| Common shares subject to forfeiture | 375,000 | 375,000 |
Condensed Statement of Cash Flows |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
| |
| Cash flows from operating activities: | |
| Net loss | $ (28,038) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |
| Unrealized gain on change in fair value of Forward Purchase Agreement liability | (1,272) |
| Formation costs paid by Sponsor | 18,048 |
| Change in accrued expenses - related party | 25,000 |
| Net cash provided by operating activities | 13,738 |
| Cash flows from financing activities: | |
| Proceeds from issuance of promissory note to related party | 252,950 |
| Deferred offering costs | (206,926) |
| Net cash provided by financing activities | 46,024 |
| Net change in cash | 59,762 |
| Cash, beginning of the period | 0 |
| Cash, end of the period | 59,762 |
| Supplemental disclosure of non-cash financing activities: | |
| Initial classification of Forward Purchase Agreement liability | 1,013,935 |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 24,275 |
| Deferred offering costs paid by Sponsor under the promissory note | $ 17,640 |
Organization, Business Operations and Liquidity |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Integral Acquisition Corporation 1 (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 16, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. As of September 30, 2021, the Company has neither engaged in any operations nor generated any revenues. 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 (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.Sponsor and Financing The Company’s sponsor is Integral Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company, consummated its IPO of 11,500,000 units, including 1,500,000 units issued upon exercise in full by the underwriter of its option to purchase additional units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common stock”), and one-half of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. which is discussed in Note 3. Simultaneously with the closing of the IPO the Company completed the private sale of an aggregate of 4,950,000 warrants, including 90,000 warrants issued in connection with the exercise in full by the underwriter of its option to purchase additional Units (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Unit, generating gross proceeds to the Company of $4,950,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Offering costs amounted to $10,758,309 consisting of $2,000,000 of underwriting commissions, $6,050,000 of deferred underwriting commissions, an excess of fair value of the Founder Shares acquired by the Anchor Investors of $3,386,739, and $556,570 of other offering costs (before $1,235,000 of offering costs reimbursed by the underwriter), and was all charged to stockholders’ deficit. Upon the closing of the IPO and the private placement, $116,725,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.15 per share. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the IPO, $10.15 per Unit sold in the IPO, including the proceeds of the private placement warrants, is held in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the private placement warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete an initial Business Combination within 18 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a 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 its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, 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. Liquidity and Capital Resources In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements is issued and therefore substantial doubt has been alleviated. |
Significant Accounting Policies |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from February 16, 2021 (inception) to February 16, 2021 as filed with the SEC on November 4, 2021, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto as of November 5, 2021, as filed with the SEC on November 17, 2021. The interim results for the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. 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 had cash of $59,762, and no cash equivalents as of September 30, 2021. Concentration of credit risk Financial instruments that potentially subject the Company to concentration 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. As of September 30, 2021, the Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Forward Purchase Agreement liability The Company accounts for the 3,000,000 forward purchase shares (as described in Note 6) issued pursuant to the forward purchase agreements (the “FPA”) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the FPA shares do not meet the criteria for equity treatment thereunder, each FPA share must be recorded as a liability. Accordingly, the Company classifies each FPA share as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the FPA liability will be adjusted to fair value, with the change in fair value recognized in the statement of operations. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 16, 2021 (inception) through September 30, 2021. Common Stock Subject to Possible Redemption All of the 11,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder 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 SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 16, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Stockholders' Equity Note [Abstract] | |
| Initial Public Offering | Note 3 — Initial Public Offering On November 5, 2021, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit which included the exercise of the underwriters’ over-allotment option to purchase an additional 1,500,000 Units at the initial public offering price to cover over-allotments. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half of one warrant of the Company. Each full Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share. Following the closing of the IPO on November 5, 2021, $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Private Placement |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Private Placement Warrants [Abstract] | |
| Private Placement | Note 4 — Private Placement On November 5, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 4,950,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $4,950,000. A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of 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. The Private Placement Warrants will not be redeemable by the Company. The holders of the Private Placement Warrants have the option to exercise the Private Placement Warrants on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. |
Related Party Transactions |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 16, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 of the Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. At the IPO, the underwriters fully exercised their over-allotment option resulting in no founder shares being subject for forfeiture. In connection with the IPO, the Anchor Investors, collectively, acquired from the Sponsor in the aggregate 500,000 Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the IPO includes $3,386,739 of excess value of the anchor investors. The valuation of $6.78 per Founder Share (or $3,391,739 in the aggregate) of the anchor investors was reduced by $0.01 per founder share (or $5,000 in the aggregate), the price paid for the founder shares. The valuation was determined using an internal Monte Carlo simulation model. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, the Founder Shares will be released from the Lock-up if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination. Promissory Note — Related Party On February 16, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the IPO. At the time of the closing of the IPO, the Sponsor was over paid $138,493 on the loan and this amount is due from the Sponsor. Related Party Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it will repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. 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 at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. At September 30, 2021, $25,000 was due from the Company to a related party. This amount is non-interest bearing and due upon demand. This amount was repaid upon the closing of the IPO. Administrative Fees Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies |
8 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2021 | |||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||
| Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Stockholder Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of this offering and the shares of Class A common stock underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans and (iv) the forward purchase shares that may be purchased pursuant to the related forward purchase agreements will have registration rights to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriters’ were due a commission of $0.20 per unit, or $2,000,000 in the aggregate, on the first 10,000,000 Units sold in the IPO and the commission was capped at $2,000,000. On November 5, 2021, the Company paid a cash underwriting commissions of $2,000,000. The underwriters are entitled to deferred underwriting commissions of $0.50 on the first 10,000,000 Units sold in the IPO and $0.70 per unit per Unit sold thereafter , or $6,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Anchor Investment Certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of the Company’s management team, the Sponsor or any other anchor investor)(the “Anchor Investors”), have purchased an aggregate of approximately $60.8 million of the units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their public shares in favor of the initial Business Combination. The anchor investors have not been granted any stockholder or other rights that are in addition to those granted to our other public stockholders, and will only be issued equity interests in our sponsor, with no right to control our sponsor or vote or dispose of any securities held by our sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the anchor investors are not required to (i) hold any units, Class A common stock or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The anchor investors will have the same rights to the funds held in the trust account with respect to the Class A common stock underlying the units they may purchase in the IPO as the rights afforded to the Company’s other public stockholders. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the IPO includes $3,386,739 of excess value of the anchor investors. The valuation of $6.78 per Founder Share (or $3,391,739 in the aggregate) of the anchor investors was reduced by $0.01 per founder share (or $5,000 in the aggregate), the price paid for the founder shares. Forward Purchase Shares Crescent Park, which is one of the Company’s Anchor Investors, and Carnegie Park have agreed, as the forward purchasers pursuant to their respective forward purchase agreements entered into with the Company, to purchase up to 2,500,000 shares of Class A common stock in the case of Crescent Park and up to 500,000 shares of Class A common stock in the case of Carnegie Park (referred to herein as the forward purchase shares) at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the forward purchase shares that are purchased in the manner described below) for gross proceeds up to $30,000,000 in the aggregate if all of the forward purchase shares are purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the forward purchase shares are purchased at $9.20 per share or up to a lower amount in the aggregate if all of the forward purchase shares are purchased at less than $9.20 per share) in private placements that occurred concurrently with the consummation of the initial Business Combination. The price to be paid for forward purchase shares will be reduced to or below $9.20 per share in the following circumstances:
One of the forward purchasers and/or its affiliates is expected to purchase the Company’s public units. If such forward purchaser and/or any of its affiliates sell more than 50% of the aggregate number of the public units purchased in the IPO or, following the separate trading of the public shares and the public warrants, the public shares that are a component of the public units that are purchased by the forward purchaser or any of its affiliates in the IPO, in sales that are consummated on or prior to the initial business combination, then the price per share for the forward purchase shares will remain at $10.00 per share for forward purchase shares in an aggregate number equal to the number of public units and public shares sold by the forward purchaser and/or its affiliates in such manner. The following assumptions were utilized in the determination of fair value for the FPA liability:
The purchase of forward purchase shares by Crescent Park and Carnegie Park as the forward purchasers pursuant to their respective forward purchase agreements will be subject to their respective internal approval processes and the other closing conditions set forth in their respective forward purchase agreements. Since the decision whether or not to purchase the forward purchase shares will be in the sole discretion of the forward purchasers, there can be no assurance that such purchases will be consummated. Each of the forward purchasers has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more transferees who are affiliates of the forward purchaser (the “forward transferees”), subject to compliance with applicable securities laws. Any such forward transferee will be subject to the same terms and conditions under the relevant forward purchase agreement. The forward purchase shares will be identical to the shares of Class A common stock underlying the units being sold in the IPO, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial Business Combination and any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and is intended to provide the Company with a minimum funding level for the initial Business Combination. |
Stockholders' Equity |
8 Months Ended | ||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||
| Stockholders' Equity | Note 7— Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were no shares of Class A common stock issued or outstanding. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each common share. At September 30, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one Warrants—Each whole warrant entitles the registered holder to purchase one share of the Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in 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 60th business day after the closing of the initial 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 foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), provided that such exemption is available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (other than any forward purchase shares) at a Newly Issued 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), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater 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 greater of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Company accounts for the 10,700,000 warrants issued in connection with the IPO (comprised of 5,750,000 Public Warrants and 4,950,000 Private Placement Warrants) in accordance with the guidance contained in ASC
815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Recurring Fair Value Measurements |
8 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Recurring Fair Value Measurements | Note 8 — Recurring Fair Value Measurements The Company’s FPA liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. At September 30, 2021, the FPA liability was determined to be $1,012,663 and is classified within Level 3 of the fair value hierarchy. The Forward Purchase Agreements are accounted for as liabilities in accordance with ASC 815-40 and are presented within Forward Purchase Agreement liability on the Condensed Balance Sheet. The FPA liability is measured at fair value at inception of the instrument (August 23, 2021) and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. Measurement On September 30, 2021 and August 23, 2021, the Company used a Probability Weighted Expected Return (PWER) model to value the FPA liability. The key inputs into the modified PWER model for the FPA liability were as follows:
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA liability classified as Level 3:
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Subsequent Events |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the Company’s review, other than disclosed in the footnotes elsewhere and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On November 5, 2021 , the Company sold 11,500,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 units, at a purchase price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. Simultaneously with the closing of the IPO the Company completed the private sale of an aggregate of 4,950,000 warrants, including 90,000 warrants issued in connection with the exercise in full by the underwriter of its option to purchase additional Units (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Unit, generating gross proceeds to the Company of $4,950,000. Offering costs amounted to $10,758,309 consisting of $2,000,000 of underwriting commissions, $6,050,000 of deferred underwriting commissions, an excess of fair value of the Founder Shares acquired by the Anchor Investors of $3,386,739, and $556,570 of other offering costs (before $1,235,000 of offering costs reimbursed by the underwriter), and was all charged to stockholders’ deficit. On November 11, 2021, the Sponsor paid $138,493 to the Company bringing the balance due from the Sponsor to $0. |
Significant Accounting Policies (Policies) |
8 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from February 16, 2021 (inception) to February 16, 2021 as filed with the SEC on November 4, 2021, and the Company’s report on Form
8-K, which contains the Company’s audited balance sheet and notes thereto as of November 5, 2021, as filed with the SEC on November 17, 2021. The interim results for the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. |
| Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC
340-10-S99-1. |
| 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 had cash of $59,762, and no cash equivalents as of September 30, 2021. |
| Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration 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. As of September 30, 2021, the Company had not experienced losses on this account. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
| Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and
re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
| Forward Purchase Agreement liability | Forward Purchase Agreement liability The Company accounts for the 3,000,000 forward purchase shares (as described in Note 6) issued pursuant to the forward purchase agreements (the “FPA”) in accordance with the guidance contained in ASC
815-40. Such guidance provides that because the FPA shares do not meet the criteria for equity treatment thereunder, each FPA share must be recorded as a liability. Accordingly, the Company classifies each FPA share as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the FPA liability will be adjusted to fair value, with the change in fair value recognized in the statement of operations. |
| Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from February 16, 2021 (inception) through September 30, 2021. |
| Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 11,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder 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 SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
| Net Loss Per Common Share | Net Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis. On February 16, 2021, the date of the Company’s inception, the Company adopted the new standard. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Recurring Fair Value Measurements (Tables) - FPA liability [Member] |
8 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of model for the FPA liability | On September 30, 2021 and August 23, 2021, the Company used a Probability Weighted Expected Return (PWER) model to value the FPA liability. The key inputs into the modified PWER model for the FPA liability were as follows:
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| Summary of reconciliation of changes in fair value for the FPA liability classified as Level 3 | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA liability classified as Level 3:
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Organization, Business Operations and Liquidity - Additional Information (Detail) - USD ($) |
8 Months Ended | ||
|---|---|---|---|
Nov. 05, 2021 |
Sep. 30, 2021 |
Sep. 30, 2021 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Entity Incorporation, Date of Incorporation | Feb. 16, 2021 | ||
| Payments to acquire restricted investment | $ 116,725,000 | ||
| Percentage of amount of trust assets of target company excluding working capital underwriting commission and taxes | 80.00% | ||
| Equity method investment ownership percentage | 50.00% | 50.00% | |
| Per share value of restricted assets | $ 10.15 | ||
| Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | ||
| Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | |
| Estimated amount of expenses payable on dissolution | $ 100,000 | $ 100,000 | |
| Subsequent Event [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Excess of fair value of founder shares | $ 3,386,739 | ||
| Per share value of restricted assets | $ 10.15 | ||
| Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.00 | ||
| Class Of Warrants and Rights Issued During the Period | 4,950,000 | ||
| Proceeds from Issuance of Private Placement | $ 4,950,000 | ||
| Common Class A [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |
| Common Class A [Member] | Subsequent Event [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Common stock par or stated value per share | $ 0.0001 | ||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
| IPO [Member] | Subsequent Event [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Deferred underwriting Discount | $ 6,050,000 | ||
| Stock isurance costs | 10,758,309 | ||
| Payments for Underwriting Expense | 2,000,000 | ||
| Payments to acquire restricted investment | $ 116,725,000 | ||
| Per share value of restricted assets | $ 10.15 | ||
| IPO [Member] | Subsequent Event [Member] | Underwriter [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Payments for Underwriting Expense | $ 1,235,000 | ||
| Other offering costs | $ 556,570 | ||
| IPO [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Stock shares issued during the period shares | 11,500,000 | ||
| Shares Issued, Price Per Share | $ 10.00 | ||
| Proceeds from Issuance Initial Public Offering | $ 115,000,000 | ||
| Over-Allotment Option [Member] | Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Class Of Warrants and Rights Issued During the Period | 90,000 | ||
| Over-Allotment Option [Member] | Common Class A [Member] | Subsequent Event [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Stock shares issued during the period shares | 1,500,000 |
Significant Accounting Policies - Additional Information (Detail) - USD ($) |
8 Months Ended | |||
|---|---|---|---|---|
Nov. 05, 2021 |
Sep. 30, 2021 |
Feb. 16, 2021 |
Sep. 30, 2021 |
|
| Cash | $ 59,762 | $ 59,762 | ||
| Cash equivalents | 0 | 0 | ||
| Cash insured with federal insurance corporation | 250,000 | 250,000 | ||
| Unrecognised tax benefits | 0 | 0 | ||
| Accrued interest and penalties on unrecognised tax benefits | $ 0 | $ 0 | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |||
| Forward Purchase agreement [Member] | ||||
| Common stock issued to Sponsors ,shares | 3,000,000 | |||
| Subsequent Event [Member] | ||||
| Excess of fair value of founder shares | $ 3,386,739 | |||
| IPO [Member] | Subsequent Event [Member] | ||||
| Stock isurance costs | 10,758,309 | |||
| Payments for Underwriting Expense | 2,000,000 | |||
| Deferred underwriting Discount | 6,050,000 | |||
| Underwriting Commissions | 2,000,000 | |||
| IPO [Member] | Subsequent Event [Member] | Underwriter [Member] | ||||
| Payments for Underwriting Expense | 1,235,000 | |||
| Other offering costs | $ 556,570 | |||
| Common Class A [Member] | IPO [Member] | Subsequent Event [Member] | ||||
| Stock shares issued during the period shares | 11,500,000 | |||
| Common Class B [Member] | ||||
| Common shares subject to forfeiture | 375,000 | 375,000 |
Initial Public Offering - Additional Information (Detail) - USD ($) |
Nov. 05, 2021 |
Sep. 30, 2021 |
|---|---|---|
| Payments to acquire restricted investment | $ 116,725,000 | |
| Per share value of restricted assets | $ 10.15 | |
| Subsequent Event [Member] | ||
| Per share value of restricted assets | $ 10.15 | |
| Subsequent Event [Member] | IPO [Member] | ||
| Payments to acquire restricted investment | $ 116,725,000 | |
| Per share value of restricted assets | $ 10.15 | |
| Common Class A [Member] | ||
| Common stock par or stated value per share | 0.0001 | |
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
| Common Class A [Member] | Subsequent Event [Member] | ||
| Common stock par or stated value per share | 0.0001 | |
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
| Common Class A [Member] | Subsequent Event [Member] | IPO [Member] | ||
| Stock shares issued during the period shares | 11,500,000 | |
| Shares Issued, Price Per Share | $ 10.00 | |
| Common Class A [Member] | Subsequent Event [Member] | Over-Allotment Option [Member] | ||
| Stock shares issued during the period shares | 1,500,000 |
Private Placement - Additional Information (Detail) - Subsequent Event [Member] - Sponsor [Member] - Private Placement Warrants [Member] |
Nov. 05, 2021
USD ($)
$ / shares
shares
|
|---|---|
| Class Of Warrants and Rights Issued During the Period | shares | 4,950,000 |
| Proceeds from Issuance of Private Placement | $ | $ 4,950,000 |
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.00 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
5 Months Ended | 8 Months Ended | |
|---|---|---|---|
Feb. 16, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
| Related Party Transaction [Line Items] | |||
| Stock issued during period, value, issued for services | $ 25,000 | ||
| Due to related parties | $ 25,000 | ||
| Share Price Equal Or Exceeds $12.00 Per Share [Member] | |||
| Related Party Transaction [Line Items] | |||
| Number of consecutive trading days for determining share price | 20 days | ||
| Number of trading days for determining the share price | 30 days | ||
| Number of days commencing after the initial business combination | 150 days | ||
| Common Class A [Member] | |||
| Related Party Transaction [Line Items] | |||
| Common stock par or stated value per share | $ 0.0001 | ||
| Common Class A [Member] | Share Price Equal Or Exceeds $12.00 Per Share [Member] | |||
| Related Party Transaction [Line Items] | |||
| Share price | $ 12.00 | ||
| Working Capital Loan [Member] | |||
| Related Party Transaction [Line Items] | |||
| Debt instrument, Convertible warrants issued | $ 1,500,000 | ||
| Warrants issued price per warrant | $ 1.00 | ||
| Due to related parties | $ 0 | ||
| Administrative Service Fee [Member] | |||
| Related Party Transaction [Line Items] | |||
| Expenses from transactions with related party | $ 20,000 | ||
| Sponsor [Member] | |||
| Related Party Transaction [Line Items] | |||
| Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | ||
| Repayments of related party debt | $ 138,493 | ||
| Sponsor [Member] | Founder Shares [Member] | IPO [Member] | |||
| Related Party Transaction [Line Items] | |||
| Stock issued during period, shares, issued for services | 500,000 | ||
| Offering costs associated with initial public offering | $ 3,386,739 | ||
| Sponsor [Member] | Founder Shares [Member] | |||
| Related Party Transaction [Line Items] | |||
| Stock issued during period, value, issued for services | $ 25,000 | ||
| Stock issued during period, shares, issued for services | 2,875,000 | ||
| Proceeds from sponsor to cover certain offering costs per share value | $ 0.009 | ||
| Common stock par or stated value per share | $ 0.0001 | ||
| Common shares subject to forfeiture | 375,000 | ||
| Anchor Investor [Member] | Founder Shares [Member] | |||
| Related Party Transaction [Line Items] | |||
| Stock issued during period, value, issued for services | $ 3,391,739 | ||
| Valuation of founder shares per share | $ 6.78 | ||
| Increase decrease in valuation of founder shares per share | $ 0.01 | ||
| Increase decrease in stock issued during period, value, issued for services | $ 5,000 | ||
| Anchor Investor [Member] | Founder Shares [Member] | IPO [Member] | |||
| Related Party Transaction [Line Items] | |||
| Stock issued during period, value, issued for services | $ 60,800,000 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) |
5 Months Ended | 8 Months Ended | ||
|---|---|---|---|---|
Nov. 05, 2021 |
Feb. 16, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
| Loss Contingencies [Line Items] | ||||
| Stock issued during period, value, issued for services | $ 25,000 | |||
| Aggregate number of the public units to be purchased in the IPO | 50.00% | |||
| Percentage of price to be placed below Nine point two zero per share | 5.00% | |||
| Share Price Less than Nine Point Two Zero USD Per Share [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Forward purchaser discount price per share | 8.00% | |||
| IPO [Member] | Subsequent Event [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Payments for Underwriting Expense | $ 2,000,000 | |||
| IPO [Member] | Subsequent Event [Member] | Common Class A [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Stock shares issued during the period shares | 11,500,000 | |||
| Shares Issued, Price Per Share | $ 10.00 | |||
| Underwriter [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Deferred underwriting discount per share | $ 0.70 | |||
| Underwriter [Member] | IPO [Member] | Subsequent Event [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Payments for Underwriting Expense | $ 1,235,000 | |||
| Underwriter [Member] | IPO [Member] | Underwriting Agreement [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Underwriting Discount Per Unit | $ 0.20 | |||
| Sale of Stock, Consideration Received on Transaction | $ 2,000,000 | |||
| Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||
| Underwriter [Member] | IPO [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||
| Deferred underwriting discount per share | $ 0.50 | |||
| Deferred underwriting commission | $ 6,050,000 | |||
| Anchor Investor [Member] | Founder Shares [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Valuation of founder shares per share | $ 6.78 | |||
| Stock issued during period, value, issued for services | $ 3,391,739 | |||
| Increase decrease in valuation of founder shares per share | $ 0.01 | |||
| Increase decrease in stock issued during period, value, issued for services | $ 5,000 | |||
| Anchor Investor [Member] | Common Class A [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Shares Issued, Price Per Share | $ 10.00 | |||
| Anchor Investor [Member] | Common Class A [Member] | Share Price Less than Or Equal to Nine Point Two Zero USD Per Share [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Proceeds from Issuance of Common Stock | $ 30,000,000 | |||
| Shares Issued, Price Per Share | $ 9.20 | |||
| Anchor Investor [Member] | Common Class A [Member] | Share Price Equals to Ten USD Per Share [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Proceeds from Issuance of Common Stock | $ 27,600,000 | |||
| Shares Issued, Price Per Share | $ 10.00 | |||
| Anchor Investor [Member] | Common Class A [Member] | Share Price Less than Nine Point Two Zero USD Per Share [Member] | Minimum [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Shares Issued, Price Per Share | $ 9.00 | |||
| Anchor Investor [Member] | Common Class A [Member] | Crescent Park [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Stock shares issued during the period shares | 2,500,000 | |||
| Anchor Investor [Member] | Common Class A [Member] | Carnegie Park [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Stock shares issued during the period shares | 500,000 | |||
| Anchor Investor [Member] | IPO [Member] | Founder Shares [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Stock issued during period, value, issued for services | 60,800,000 | |||
| Sponsor [Member] | IPO [Member] | Founder Shares [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Offering costs associated with initial public offering | $ 3,386,739 |
Stockholders' Equity - Additional Information (Detail) |
8 Months Ended |
|---|---|
|
Sep. 30, 2021
$ / shares
shares
| |
| Class of Stock [Line Items] | |
| Preferred stock shares authorized | 1,000,000 |
| Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
| Preferred stock shares issued | 0 |
| Preferred stock shares outstanding | 0 |
| Number of days after consummation of business combination within which the securities shall be registered | 15 days |
| Number of days after which business combination within which securities registration shall be effective | 60 days |
| Class of warrant or right, Outstanding | 10,700,000 |
| Public Warrants [Member] | |
| Class of Stock [Line Items] | |
| Class of warrant or right, Threshold period for exercise from date of closing public offering | 30 days |
| Warrants and rights outstanding, term | 5 years |
| Class of warrant or right, Outstanding | 5,750,000 |
| Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |
| Class of Stock [Line Items] | |
| Number of days of notice to be given for redemption of warrants | 30 days |
| Number of consecutive trading days for determining share price | 20 days |
| Number of trading days for determining the share price | 30 days |
| Private Placement Warrants [Member] | |
| Class of Stock [Line Items] | |
| Class of warrant or right, Outstanding | 4,950,000 |
| IPO [Member] | |
| Class of Stock [Line Items] | |
| Percentage of number of shares of common stock outstanding | 20.00% |
| Common Class A [Member] | |
| Class of Stock [Line Items] | |
| Common stock shares authorized | 100,000,000 |
| Common stock par or stated value per share | $ / shares | $ 0.0001 |
| Common stock shares issued | 0 |
| Common stock shares outstanding | 0 |
| Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 11.50 |
| Common Class A [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |
| Class of Stock [Line Items] | |
| Class of warrant or right, exercise price adjustment percentage higher of market value | 180.00% |
| Common Class A [Member] | Share Price Equal Or Less $9.20 Per Share [Member] | |
| Class of Stock [Line Items] | |
| Share redemption trigger price | 9.20 |
| Minimum percentage gross proceeds required from issuance of equity | 60.00% |
| Class of warrant or right, exercise price adjustment percentage higher of market value | 115.00% |
| Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds $10.00 Per Share [Member] | |
| Class of Stock [Line Items] | |
| Share price | $ / shares | $ 10.00 |
| Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |
| Class of Stock [Line Items] | |
| Share price | $ / shares | 18.00 |
| Class of warrants redemption price per unit | $ / shares | $ 0.01 |
| Common Class B [Member] | |
| Class of Stock [Line Items] | |
| Common stock shares authorized | 10,000,000 |
| Common stock par or stated value per share | $ / shares | $ 0.0001 |
| Common stock shares issued | 2,875,000 |
| Common stock shares outstanding | 2,875,000 |
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) |
Sep. 30, 2021 |
Aug. 22, 2021 |
|---|---|---|
| FPA liability [Member] | ||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
| FPA liability | $ 1,012,663 | $ 1,013,935 |
Recurring Fair Value Measurements - Summary of model for the FPA liability (Detail) - yr |
Aug. 23, 2021 |
Sep. 30, 2020 |
|---|---|---|
| Measurement Input Probability of Successful Business Combination [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 85.00% | 85.00% |
| Measurement Input Likelihood Year One [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 25.00% | 25.00% |
| Measurement Input Likelihood Year Two [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 50.00% | 50.00% |
| Measurement Input Likelihood Year Three [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 25.00% | 25.00% |
| Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 0.09% | 0.16% |
| Measurement Input, Share Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 10.00 | 10.00 |
| Measurement Input, Expected Term [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Warrants and Rights Outstanding, Measurement Input | 1.10 | 1.37 |
| Measurement Input, Price Volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Probability Weighted Expected Return | 14.00% | 14.00% |
Recurring Fair Value Measurements - Summary of table provides a reconciliation of changes in fair value of the beginning (Detail) - FPA liability [Member] |
1 Months Ended |
|---|---|
|
Sep. 30, 2021
USD ($)
| |
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
| Fair value at August 23, 2021 | $ 1,013,935 |
| Change in fair value | (1,272) |
| Fair Value at September 30, 2021 | $ 1,012,663 |
Subsequent Events - Additional Information (Detail) - USD ($) |
Nov. 11, 2021 |
Nov. 05, 2021 |
Sep. 30, 2021 |
Feb. 16, 2021 |
|---|---|---|---|---|
| Subsequent Event [Line Items] | ||||
| Payments to acquire restricted investment | $ 116,725,000 | |||
| Sponsor [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Repayments of Related Party Debt | $ 138,493 | |||
| Subsequent Event [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Excess of fair value of founder shares | $ 3,386,739 | |||
| Subsequent Event [Member] | Sponsor [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Repayments of Related Party Debt | $ 138,493 | |||
| Due from related parties | $ 0 | |||
| Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Class Of Warrants and Rights Issued During the Period | 4,950,000 | |||
| Proceeds from Issuance of Private Placement | $ 4,950,000 | |||
| Subsequent Event [Member] | IPO [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Deferred underwriting Discount | 6,050,000 | |||
| Stock isurance costs | 10,758,309 | |||
| Payments for Underwriting Expense | 2,000,000 | |||
| Payments to acquire restricted investment | 116,725,000 | |||
| Subsequent Event [Member] | IPO [Member] | Underwriter [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Other offering costs | 556,570 | |||
| Payments to acquire restricted investment | $ 1,235,000 | |||
| Subsequent Event [Member] | Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Class Of Warrants and Rights Issued During the Period | 90,000 | |||
| Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Stock shares issued during the period shares | 11,500,000 | |||
| Shares Issued, Price Per Share | $ 10.00 | |||
| Proceeds from Issuance Initial Public Offering | $ 115,000,000 | |||
| Subsequent Event [Member] | Common Class A [Member] | Over-Allotment Option [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Stock shares issued during the period shares | 1,500,000 |
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