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iso4217:USD shares pure rvac:Demand rvac:Vote false --12-31 2021 Q2 0001846136 P10D 0.50 10-Q true 2021-06-30 false 001-40716 Riverview Acquisition Corp. DE 86-1972481 510 South Mendenhall Road Suite 200 Memphis TN 38117 901 767-5576 Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant RVACU NASDAQ Class A common stock, par value $0.001 per share RVAC NASDAQ Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share RVACW NASDAQ No Yes Non-accelerated Filer true true false true 25000000 7187500 11587 194991 206578 72500 117491 189991 0.001 1000000 0 0 0 0.001 85000000 0 0 0 0.001 15000000 7187500 7187500 7188 17812 -8413 16587 206578 937500 1437500 7187500 -63 8413 63 -8413 6250000 6250000 6250000 6250000 0 0 0 0 937500 1437500 7187500 0 0 0 0 0 7187500 7188 17812 0 25000 0 0 -8476 -8476 7187500 7188 17812 -8476 16524 0 0 63 63 7187500 7188 17812 -8413 16587 937500 1437500 7187500 -8413 0 -8413 25000 117491 122491 20000 11587 0 11587 72500 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Riverview Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 4, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="font-family: 'Times New Roman'; font-size: 10pt; text-align: justify;">As of June 30, 2021, the Company had not commenced any operations. All activity from February 4, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 25,000,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Riverview Sponsor Partners, LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 4.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Following the closing of the Initial Public Offering on August 10, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) will agree to vote any Founder Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association in a manner that would affect 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 the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination Period).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will have until February 10, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Fact_1e1f7f856c374aaba2d014031c2fec95">ten</span> business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share except for any claims by any third party who executed a waiver of any and all rights to seek access to the Trust Account, regardless of whether such waiver is enforceable, and except for claims arising from the Company’s obligation to indemnify the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Liquidity and Management’s Plan</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Prior to the completion of the Initial Public Offering, 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 Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account 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 for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Risks and Uncertainties</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 operations and/or search for a target business, 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.</div> 25000000 10.00 250000000 7400000 1.00 7400000 14262365 5000000 8750000 512365 250000000 10.00 0.80 0.50 10.00 5000001 0.20 P18M 1 1 100000 10.00 10.00 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Basis of Presentation</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 9, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Emerging Growth Company</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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, 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.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Use of Estimates</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The preparation of the condensed 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.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Cash and Cash Equivalents</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 at June 30, 2021.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Deferred Offering Costs</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are 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 allocated to derivative warrant liabilities are expensed as incurred in the statements of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statements of operations</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, there were $194,991 of deferred offering costs recorded in the accompanying unaudited condensed balance sheet.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Warrant instruments</div> <div style="display:none;"><br/></div> <div style="text-align: justify; text-indent: 17.45pt; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Public Warrants and the Private Placement Warrants for periods where no observable traded price is available are valued using a binomial lattice model.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Income Taxes</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of June 30, 2021.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Net Loss per Common Share</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Net loss per common share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised (see Note 5). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of 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.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Concentration of Credit Risk</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Fair Value of Financial Instruments</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Recent Accounting Standards</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In August 2020, the Financial Accounting Standards Board (“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, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Basis of Presentation</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 9, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Use of Estimates</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The preparation of the condensed 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.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Cash and Cash Equivalents</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 at June 30, 2021.</div> 0 <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Deferred Offering Costs</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are 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 allocated to derivative warrant liabilities are expensed as incurred in the statements of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statements of operations</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, there were $194,991 of deferred offering costs recorded in the accompanying unaudited condensed balance sheet.</div> 14262365 13600399 661966 194991 <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Warrant instruments</div> <div style="display:none;"><br/></div> <div style="text-align: justify; text-indent: 17.45pt; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Public Warrants and the Private Placement Warrants for periods where no observable traded price is available are valued using a binomial lattice model.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Income Taxes</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed to be de minimis as of June 30, 2021.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.</div> 0 0 <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Net Loss per Common Share</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Net loss per common share is computed by dividing net loss by the weighted average number of common shares issued and outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised (see Note 5). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of 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.</div> 937500 0 <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Concentration of Credit Risk</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Fair Value of Financial Instruments</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.</div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Recent Accounting Standards</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In August 2020, the Financial Accounting Standards Board (“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, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 3. INITIAL PUBLIC OFFERING</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and <span style="-sec-ix-hidden:Fact_252cfeccb5c74b55b3c389ea08d657e6">one-half</span> of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50, subject to adjustment (see Note 8).</div> 25000000 10.00 1 1 11.50 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 4. PRIVATE PLACEMENT</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.</div> 7400000 1.00 7400000 1 11.50 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 5. RELATED PARTY TRANSACTIONS</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Founder Shares</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">On February 18, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On April 7, 2021, the Company effected a stock dividend of 1,437,500 Founder Shares, resulting in 7,187,500 Founder Shares outstanding. The Founder Shares include an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In connection with the closing of the Initial Public Offering, the Sponsor sold 125,000 Founder Shares to each Anchor Investor at their original purchase price. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $8,762,500, or $7.01 per share. The fair value of the Founder Shares was valued using a binomial/lattice model. 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, the offering cost was 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 related to the Founder Shares amounted to $8,762,500, of which $8,140,989 were included in accumulated deficit upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs attributable to warrant liabilities.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Administrative Support Agreement</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company agreed, commencing on August 5, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor or its designee a total of up to $5,000 per month for office space, administrative and shared personnel support.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Promissory Note — Related Party</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">On February 18, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 and (ii) the consummation of the Initial Public Offering. As of June 30, 2021, there was $117,491 outstanding under the Promissory Note.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Related Party Loans</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021, there were no amounts outstanding under the Working Capital Loans.</div> 5750000 25000 1437500 7187500 937500 0.20 P1Y 12.00 P20D P30D P150D 125000 8762500 7.01 8762500 8140989 621511 5000 300000 117491 1500000 1.00 0 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 6. COMMITMENTS AND CONTINGENCIES</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Registration Rights</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-weight: bold; font-style: italic;"> </span><br/> </div> <div style="font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Warrant Amendments</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-style: italic; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Underwriting Agreement</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The underwriters were paid a cash fee of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $8,750,000 in the aggregate (or $10,812,500 in the aggregate if the underwriters’ over-allotment option is exercised in full). 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 a Business Combination, subject to the terms of the underwriting agreement.</div> 3 0.65 0.65 0.65 P45D 3750000 0.20 5000000 8750000 10812500 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 7. SHAREHOLDER’S EQUITY</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-weight: bold; font-style: italic;">Preferred Stock</span> — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001 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 June 30, 2021, there were no shares of preferred stock issued or outstanding.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-weight: bold; font-style: italic;">Class A Common Stock</span> — The Company is authorized to issue 85,000,000 shares of Class A common stock with a par value of $0.001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2021, there were no shares of Class A common stock issued or outstanding.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-weight: bold; font-style: italic;">Class B Common Stock</span> — The Company is authorized to issue 15,000,000 shares of Class B common stock with a par value of $0.001 per share. Holders of Class B common stock are entitled to one vote for each share. At June 30, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which an aggregate of up to 937,500 shares of Class B common stock are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of shares of Class B common stock will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Prior to the consummation of a Business Combination, only holders of Class B common stock will have the right to vote on the election of directors.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of our stockholders except as otherwise required by law.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our a Business Combination.</div> 1000000 0.001 0 0 85000000 0.001 1 0 0 15000000 0.001 1 7187500 7187500 937500 0.20 1 <div style="font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 8. WARRANTS</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, there were no Public Warrants or Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Once the warrants become exercisable, the Company may redeem the Public Warrants:</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top;">●</td> <td style="width: auto; vertical-align: top;"> <div>in whole and not in part;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top;">●</td> <td style="width: auto; vertical-align: top;"> <div>at a price of $0.01 per warrant;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top;">●</td> <td style="width: auto; vertical-align: top;"> <div>upon not less than 30 days’ prior written notice of redemption to each warrant holder; and</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top;">●</td> <td style="width: auto; vertical-align: top;"> <div>if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher 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 higher of the Market Value and the Newly Issued Price.</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.</div> 0 0 P30D P12M P5Y P15D P60D 0.01 P30D 18.00 P20D P20D P30D 9.20 0.60 P20D 9.20 1.15 18.00 1.80 10.00 P30D <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 8. SUBSEQUENT EVENTS</div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described in these financial statements, relating to the IPO that occurred on August 10, 2021, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.</div> Includes up to 937,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters. On April 7, 2021, the Company effected a stock dividend of 1,437,500 Founder Shares, resulting in 7,187,500 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect this stock dividend (see Note 5). Excludes up to 937,500 shares of Class B common stock subject to forfeiture depending on the extent to which the over-allotment option is not exercised in full or in part by the underwriters. On April 7, 2021, the Company effected a stock dividend of 1,437,500 Founder Shares, resulting in 7,187,500 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect this stock dividend (see Note 5).