Stockholders’ Equity

8 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 — STOCKHOLDERS’ EQUITY

Common Stock

The authorized common stock of the Company is 220,000,000 shares, including 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share. Upon completion of the Company’s initial Business Combination, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its initial Business Combination. Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock in connection with the initial Business Combination. In March 2021, the Company effected a stock dividend of 0.33333333 of Founder Share for each outstanding Founder Share, and the Company effected a second stock dividend of 1 Founder Share for each outstanding Founder Share in September 2021, which stock dividends resulted in the Sponsor and the Company’s independent directors holding an aggregate of 11,500,000 shares of Class B common stock (up to 1,500,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional Units is exercised). The share and per share amounts related to the two stock dividends have been retroactively restated in the accompanying financial statements at January 29, 2021. At September 30, 2021 and January 29, 2021, there were no shares of Class A common stock issued or outstanding. In March 2021, our sponsor transferred 25,000 founder shares to each of our independent directors. In June 2021, our sponsor transferred an additional 25,000 founder shares to Mr. Fearon, our lead independent director.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001, 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 and January 29, 2021, there were no shares of preferred stock issued or outstanding.