Accounting Policies, by Policy (Policies)

12 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying balance sheets are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

Revision to Previously Reported Financial Statements

In preparation of the Company’s financial statements as of and for the year ended June 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company revised its previously filed financial statements to classify all Class A common stock as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections issued by the FASB and Staff Accounting Bulletin 99, “Materiality” (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial.

The impact of the revision to the unaudited condensed interim financial statements as and for the periods ending March 31, 2021 and December 31, 2020 and the audited balance sheet as of December 15, 2020 are presented below:

	As of March 31, 2021
	As Previously Reported		Adjustment			As Revised
Unaudited Condensed Balance Sheet
Total liabilities	$	9,597,438		-		$	9,597,438
Class A common stock subject to possible redemption
Class A common stock, $0.0001 par value; shares subject to possible redemption		103,304,315		13,420,685			116,725,000
Stockholders’ equity (deficit)
Preferred stock - $0.0001 par value		-		-			-
Class A common stock - $0.0001 par value		132		(132	)		-
Class B common stock - $0.0001 par value		288					288
Additional paid-in-capital		3,178,067		(3,178,067	)		-
Accumulated deficit		1,821,520		(10,242,486	)		(8,420,966	)
Total stockholders’ equity (deficit)		5,000,007		(13,420,685	)		(8,420,678	)
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	117,901,760	$	-		$	117,901,760

	For the Three Months Ended March 31, 2021
	As Previously Reported		Adjustment			As Revised
Unaudited Condensed Statement of Operations
Net income	$	2,131,857	$	-		$	2,131,857
Basic and diluted weighted-average Class A common stock outstanding		9,970,064		1,529,936			11,500,000
Basic and diluted net income per Class A share of common stock	$	0.00	$	0.00		$	0.00
Basic and diluted weighted-average non-redeemable common stock outstanding		4,404,936		(1,529,936	)		2,875,000
Basic and diluted net income per non-redeemable share of common stock	$	0.48	$	0.26		$	0.74

	For the Nine Months Ended March 31, 2021
	As Previously Reported		Adjustment			As Revised
Unaudited Condensed Statement of Operations
Net income	$	1,828,787	$	-		$	1,828,787
Basic and diluted weighted-average Class A common stock outstanding		9,923,468		1,548,495			11,471,963
Basic and diluted net income per Class A share of common stock	$	0.00	$	(0.00	)	$	-
Basic weighted-average Class B common stock outstanding		3,248,409		(604,705	)		2,643,704
Basic net income per Class B share of common stock	$	0.55	$	0.14		$	0.69
Diluted weighted-average non-redeemable common stock outstanding		3,248,409		(373,409	)		2,875,000
Diluted net income per non-redeemable share of common stock	$	0.55	$	0.09		$	0.64

	For the Nine Months Ended March 31, 2021
	As Previously Reported		Adjustment			As Revised
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial value of Class A common stock subject to possible redemption	$	99,596,905	$	(99,596,905	)	$	-
Change in fair value of Class A common stock subject to possible redemption	$	3,707,410	$	(3,707,410	)	$	-
Accretion of Class A common stock subject to redemption amount	$	-	$	13,383,298		$	13,383,298

	As of December 31, 2020
	As Previously Reported (1)			Adjustment			As Revised
Unaudited Condensed Balance Sheet
Total liabilities	$	11,829,364			-		$	11,829,364
Class A common stock subject to possible redemption
Class A common stock, $0.0001 par value; shares subject to possible redemption		101,172,458			15,552,542			116,725,000
Stockholders’ equity (deficit)
Preferred stock - $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		153			(153	)		-
Class B common stock - $0.0001 par value		288						288
Additional paid-in-capital		5,309,903			(5,309,903	)		-
Accumulated deficit		(310,337	)		(10,242,486	)		(10,552,823	)
Total stockholders’ equity (deficit)		5,000,007			(15,552,542	)		(10,552,535	)
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	118,001,829		$	-		$	118,001,829

(1) As reported in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2020 as filed with the SEC on July 26, 2021.

	For the Three Months Ended December 31, 2020
	As Previously Reported (1)			Adjustment			Revised
Unaudited Condensed Statement of Operations
Net loss	$	(156,685	)	$	-		$	(156,685	)
Basic and diluted weighted-average Class A common stock outstanding		-			11,323,529			11,323,529
Basic and diluted net loss per Class A share of common stock	$	-		$	0.00		$	0.00
Basic and diluted weighted-average redeemable common stock outstanding		2,926,250			(365,109	)		2,561,141
Basic and diluted net loss per redeemable share of common stock	$	(0.05	)	$	(0.01	)	$	(0.06	)

(1) As reported in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2020 as filed with the SEC on July 26, 2021.

	For the Six Months Ended December 31, 2020
	As Previously Reported (1)			Adjustment			As Revised
Unaudited Condensed Statement of Operations
Net loss	$	(172,420	)	$	-		$	(172,420	)
Basic and diluted weighted-average Class A common stock outstanding		-			11,323,529			11,323,529
Basic and diluted net loss per Class A share of common stock	$	-		$	-		$	-
Basic and diluted weighted-average redeemable common stock outstanding		2,713,182			(182,777	)		2,530,405
Basic and diluted net loss per redeemable share of common stock	$	(0.06	)	$	(0.01	)	$	(0.07	)

(1) As reported in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2020 as filed with the SEC on July 26, 2021.

	For the Six Months Ended December 31, 2020
	As Previously Reported (1)		Adjustment			As Revised
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities:
Initial value of Class A common stock subject to possible redemption	$	99,596,905	$	(99,596,905	)	$	-
Change in fair value of Class A common stock subject to possible redemption	$	1,575,554	$	(1,575,554	)	$	-
Accretion of Class A common stock to redemption amount	$	-	$	13,383,298		$	13,383,298

(1) As reported in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2020 as filed with the SEC on July 26, 2021.

	As of December 15, 2020
	As Previously Reported (1)			Revision			As Revised
Balance Sheet
Total assets	$	102,752,833		$	-		$	102,752,833
Liabilities and stockholders’ equity
Total current liabilities	$	330,120		$	-		$	330,120
Deferred underwriting commissions		3,500,000			-			3,500,000
Derivative warrant liabilities		6,690,000			-			6,690,000
Total liabilities		10,520,120			-			10,520,120
Class A common stock subject to possible redemption
Class A common stock, $0.0001 par value; shares subject to possible redemption		87,232,703			29,492,297			116,725,000
Stockholders’ equity (deficit)
Preferred stock - $0.0001 par value		-			-			-
Class A common stock - $0.0001 par value		128			(128	)		-
Class B common stock - $0.0001 par value		288			-			288
Additional paid-in-capital		5,417,873			(5,417,873	)		-
Accumulated deficit		(418,279	)		(24,074,296	)		(24,492,575	)
Total stockholders’ equity (deficit)		5,000,010			(29,492,297	)		(24,492,287	)
Total liabilities, Class A common stock subject to possible redemption and stockholders’ equity (deficit)	$	102,752,833		$	-		$	102,752,833

(1) As reported in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2020 as filed with the SEC on July 26, 2021.

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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. At June 30, 2021 and June 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of June 30, 2021 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less.

Investments Held in the Trust Account

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

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 Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

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

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

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares are charged against the carrying value of the shares of Class A common stock. Of the total offering costs of the Initial Public Offering, approximately $0.3 million was allocated to the warrants and $6.5 million was allocated to the redeemable Class A common stock reducing the carrying amount of the shares. Of the $6.8 million of offering costs, approximately $4.0 million is deferred underwriting commissions. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. Subsequently, the fair value of the Public Warrants is determined by their listed trading price. The fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model each measurement date (See Note 8). The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Net Income (loss) Per Share of Common Stock

Net Income (loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 11,275,000 Class A shares of common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon occurrence of future events. As a result, basic and diluted income (loss) per share are the same for the periods presented.

The Company’s statements of operations include a presentation of income (loss) per Class A common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the gain on investments held in the Trust Account, net of applicable franchise and income taxes, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income or loss attributable to common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per common share:

Reconciliation of Net Income (Loss) per Share of Common Stock

Reconciliation of Net Income (Loss) per Share of Common Stock

	For the Year ended June 30, 2021			For the period from May 27, 2020 (inception) through June 30, 2020
Class A Common Stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to possible redemption
Income from investments held in Trust Account	$	35,907		$	-
Less: Company's portion available to be withdrawn to pay taxes		(35,907	)		-
Net income attributable to Class A Common Stock subject to possible redemption	$	-		$	-
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		11,484,848			-
Basic and diluted net income per share	$	-		$	-
Class B Common Stock
Numerator: Net loss	$	(322,270	)	$	(7,267	)
Less: Income attributable to Class A common stock subject to possible redemption		-			-
Non-redeemable net loss	$	(322,270	)	$	(7,267	)
Denominator : weighted average non-redeemable common stock
Basic and diluted weighted average shares outstanding, Class B common stock		2,701,370			2,500,000
Basic and diluted net loss per share, Class B common stock	$	(0.12	)	$	(0.00	)

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 11,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively. There were no Class A shares issued or outstanding as of June 30, 2020.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.