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Warrant Liabilities	8 Months Ended
Sep. 30, 2021
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 5 — WARRANT LIABILITIES As of September 30, 2021 and January 29, 2021, there were no warrants outstanding. Subsequent to September 30, 2021, as a result of the consummation of our Public Offering on October 1, 2021, and the issuance of additional Units pursuant to the partial exercise of the underwriters’ over-allotment option on October 21, 2021, the Company issued Warrants to purchase an aggregate 18,576,712 shares, including 11,364,318 public Warrants and 7,212,394 Private Placement Warrants. The Company accounts for its Warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. As a result of this guidance, the Company’s management evaluated its Warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s Warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Warrant liabilities are not subject to qualified hedge accounting.

Warrant Liabilities

8 Months Ended

Sep. 30, 2021

NOTE 5 — WARRANT LIABILITIES

As of September 30, 2021 and January 29, 2021, there were no warrants outstanding. Subsequent to September 30, 2021, as a result of the consummation of our Public Offering on October 1, 2021, and the issuance of additional Units pursuant to the partial exercise of the underwriters’ over-allotment option on October 21, 2021, the Company issued Warrants to purchase an aggregate 18,576,712 shares, including 11,364,318 public Warrants and 7,212,394 Private Placement Warrants.

The Company accounts for its Warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met. As a result of this guidance, the Company’s management evaluated its Warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s Warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

The Warrant liabilities are not subject to qualified hedge accounting.