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us-gaap:SubsequentEventMember us-gaap:PrivatePlacementMember 2021-07-01 2021-09-10 0001849902 us-gaap:CommonClassBMember 2021-03-01 2021-06-30 shares iso4217:USD iso4217:USD shares meac:Business pure meac:Demand meac:Vote false --12-31 2021 Q2 0001849902 P10D 0.50 10-Q true 2021-06-30 false 001-40679 Mercury Ecommerce Acquisition Corp DE 86-2365445 3737 Buffalo Speedway Suite 1750 Houston TX 77098 713 715-6820 Units, each consisting of one share of Class A common stock and one-half of one warrant MEACU NASDAQ Class A common stock, par value $0.0001 per share MEAC NASDAQ Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share MEACW NASDAQ Yes Yes Non-accelerated Filer true true false true 18041500 4510375 159656 159656 515908 675564 395252 10000 300000 705252 0.0001 1000000 0 0 0 0.0001 150000000 0 0 0 0.0001 20000000 5031250 5031250 503 24497 -54688 -29688 675564 656250 520875 42920 54688 -42920 -54688 4375000 4375000 4375000 4375000 -0.01 -0.01 -0.01 -0.01 656250 520875 0 0 0 0 0 5031250 503 24497 0 25000 0 0 -11768 -11768 5031250 503 24497 -11768 13232 0 0 -42920 -42920 5031250 503 24497 -54688 -29688 656250 520875 -54688 10000 -44688 300000 120656 25000 204344 159656 0 159656 395252 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Mercury Ecommerce Acquisition Corp. (the “Company”) is a blank check company incorporated in the Delaware on March 1, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 17,500,000 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 $175,000,000 (see Note 3).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 7,850,000 units (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the “Sponsor”), generating gross proceeds of $7,850,000 (see Note 4).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any (see Note 6). On August 20, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Upon closing of the Initial Public Offering, the sale of the Private Placement Warrants, and the sale of the Over-Allotment Units, a total of $182,219,150 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will provide its 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. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including 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="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 proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required under applicable law or stock exchange listing requirements 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 Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s 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 15% of the Public Shares without the Company’s prior written consent.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination Period (as defined below). However, if the initial stockholders acquire 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 (as defined below).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will have until 18 months, or 24 months if the Company has signed a definitive agreement with respect to an initial Business Combination within such 18-month period (or up to 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. 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_26cbf8da4d71446182861ba0cb6f985e">ten</span> business days thereafter, subject to lawfully available funds therefor, 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and 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 an initial Business Combination within the Combination Period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The underwriter has 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.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered accounting firm) 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 (i) $10.10 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution of the underwriter of the Initial Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent registered 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;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Liquidity</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, the Company had $159,656 in cash and a working capital deficit of $545,596. 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 statement. 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. Further, the Company has access to $1,500,000 in working capital loans subsequent to the Initial Public Offering, as described in Note 5. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date this financial statement is issued and therefore substantial doubt has been alleviated.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; 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;"> </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 its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.</div> 17500000 10.00 175000000 7850000 1.00 7850000 P45D 2625000 541500 5415000 182219150 10.10 2 5000001 0.15 1 P18M P24M P24M 100000 10.10 10.10 159656 -545596 1500000 <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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Basis of Presentation</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 29, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 6, 2021 and August 26, 2021. The interim results for the period from March 1, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Emerging Growth Company</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 shareholder approval of any golden parachute payments not previously approved.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Use of Estimates</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 expenses during the reporting period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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. Accordingly, the actual results could differ from those estimates.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Cash and Cash Equivalents</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 as of June 30, 2021.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Deferred Offering Costs</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 statement of operations. Offering costs allocated to the Public Shares were charged to stockholder’s equity upon the completion of the Initial Public Offering and over-allotment.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Warrant Liabilities</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, <span style="font-style: italic;">Distinguishing Liabilities from Equity</span> (“ASC 480”) and ASC 815, <span style="font-style: italic;">Derivatives and Hedging</span> (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants and the Private Placement Warrants was estimated using a binomial/lattice model on the day of issuance.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Income Taxes</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company accounts for income taxes under ASC 740, <span style="font-style: italic;">Income Taxes</span> (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. 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;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Net Loss Per Common Share</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 656,250 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). 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 share is the same as basic loss per share for the period presented.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Fair Value of Financial Instruments</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 FASB ASC Topic 820, <span style="font-style: italic;">Fair Value Measurement</span> (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and due to Sponsor approximate fair value due to their short-term nature.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Concentration of Credit Risk</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Recent Accounting Pronouncements</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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, <span style="font-style: italic;">Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)</span> (“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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="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 financial statements.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Basis of Presentation</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 29, 2021, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 6, 2021 and August 26, 2021. The interim results for the period from March 1, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Use of Estimates</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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 expenses during the reporting period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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. Accordingly, the actual results could differ from those estimates.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Cash and Cash Equivalents</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 as of June 30, 2021.</div> 0 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Deferred Offering Costs</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 statement of operations. Offering costs allocated to the Public Shares were charged to stockholder’s equity upon the completion of the Initial Public Offering and over-allotment.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Warrant Liabilities</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, <span style="font-style: italic;">Distinguishing Liabilities from Equity</span> (“ASC 480”) and ASC 815, <span style="font-style: italic;">Derivatives and Hedging</span> (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants and the Private Placement Warrants was estimated using a binomial/lattice model on the day of issuance.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Income Taxes</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company accounts for income taxes under ASC 740, <span style="font-style: italic;">Income Taxes</span> (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">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. 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-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Net Loss Per Common Share</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 656,250 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). 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 share is the same as basic loss per share for the period presented.</div> 656250 0 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Fair Value of Financial Instruments</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 FASB ASC Topic 820, <span style="font-style: italic;">Fair Value Measurement</span> (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and due to Sponsor approximate fair value due to their short-term nature.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Concentration of Credit Risk</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Recent Accounting Pronouncements</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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, <span style="font-style: italic;">Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)</span> (“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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="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 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="font-family: 'Times New Roman'; font-size: 10pt;"> </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 July 27, 2021. On July 30, 2021, the Company completed its Initial Public Offering of 17,500,000 Units, at $10.00 per Unit, generating gross proceeds of $175,000,000. Each Unit consists of one share of Class A common stock and <span style="-sec-ix-hidden:Fact_51f17ac42ec44635a335f8491f86a300">one-half</span> of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). On August 20, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 541,500 Over-Allotment Units, generating gross proceeds of $5,415,000, for an aggregate total of $180,415,000 in gross proceeds from the Initial Public Offering and closing of the exercise of the over-allotment option.</div> 17500000 10.00 175000000 1 1 11.50 541500 5415000 180415000 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 4. PRIVATE PLACEMENT</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 7,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be 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. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.</div> 7850000 1.00 7850000 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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Founder Shares</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">On March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 shares of Class B common stock (the “Founder Shares”). The outstanding Founder Shares included an aggregate of up to 656,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The underwriters partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Promissory Note - Related Party</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">On March 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2021, there was $300,000 outstanding under the Promissory Note. On July 30, 2021, the Company repaid the outstanding balance under the Promissory Note.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Administrative Support Agreement</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company entered into an agreement to pay the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. As of June 30, 2021, the Company had paid a total of $30,000 under this agreement, and an additional $10,000 remained unpaid and is included in due to sponsor on the balance sheet.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Related Party Loans</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In addition, 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 officers and directors 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 held in 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 is not completed, the Company may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.</div> 25000 5031250 656250 0.20 520875 300000 300000 300000 10000 30000 10000 1500000 1.00 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 6. COMMITMENTS</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Registration and Shareholder Rights Agreement</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Pursuant to a registration rights agreement entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or at the closing of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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;"> </div> <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">Underwriting Agreement</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 20, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 541,500 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $5,415,000.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $3,608,300 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $6,125,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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 P45D 2625000 541500 10.00 5415000 0.20 3608300 0.35 6125000 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 7. WARRANTS</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">As of June 30, 2021, there were no warrants outstanding.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the Initial 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="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 fifteen (15) business days after the closing of an initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock 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, and in the event the Company does not so elect, the Company 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;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-style: italic;">Redemption of warrants when the price per Class A common stock equals or exceeds $18.00</span>—Once the warrants become exercisable, the Company may redeem the outstanding warrants for redemption (except with respect to the Private Placement Warrants):</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>in whole and not in part;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>at a price of $0.01 per warrant;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <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;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like).</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><span style="font-style: italic;">Redemption of warrants when the price per Class A common stock equals or exceeds $10.00</span>—Once the warrants become exercisable, the Company may redeem the outstanding warrants:</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>in whole and not in part;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Company’s Class A common stock;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 18pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The fair market value of the Company’s Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors 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 an initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes an initial 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, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Private Placement Warrants will be identical to the Public Warrants underlying the Units being 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 salable 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 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> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The Company accounts for the 16,600,000 warrants issued in connection with the Initial Public Offering (including 7,850,000 Public Warrants and 8,750,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.</div> 0 P30D P1Y P5Y P15D P60D 18.00 0.01 P30D P20D P20D P30D 18.00 P30D 10.00 0.10 P30D 10.00 18.00 P10D P10D 0.361 9.20 0.60 P20D 9.20 1.15 10.00 18.00 10.00 18.00 1 1.80 P30D 16600000 7850000 8750000 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 8. SHAREHOLDER’S EQUITY</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there were no shares of preferred stock issued or outstanding.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 150,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2021, there were no Class A common stock issued or outstanding.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2021, there were 5,031,250 shares of Class B common stock issued and outstanding, of which an aggregate of up to 656,250 shares of Class B common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). The underwriters partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 shares of Class B common stock were forfeited by the Sponsor.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Only holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of an initial Business Combination.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </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 an initial 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 sold in the Initial Public Offering and related to the closing of an initial Business Combination), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of 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 total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any warrants issued upon the conversion of Working Capital Loans made to the Company.</div> 1000000 0.0001 0 0 150000000 0.0001 1 0 0 20000000 0.0001 1 5031250 5031250 656250 0.20 520875 1 0.20 <div style="text-align: justify; font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 9. SUBSEQUENT EVENTS</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements in relation to the Initial Public Offering (see Note 3), Private Placement (see Note 4), Promissory Note (see Note 5), and exercise of the underwriters’ over-allotment option (see Note 6), the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.</div> Includes up to 656,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on August 20, 2021; thus, at which time 520,875 shares of Class B common stock were forfeited and cancelled. Excludes up to 656,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on August 20, 2021; thus, at which time 520,875 shares of Class B common stock were forfeited and cancelled.