QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE CURI TIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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| ☐ | Large accelerated filer | ☐ | Accelerated filer | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company |
Page |
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PART 1 – FINANCIAL INFORMATION |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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32 |
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September 30, 2021 (Unaudited) |
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| Assets: |
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| Current Assets: |
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| Cash |
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| Deferred Offering Costs Associated with Proposed Public Offering |
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| Other Assets |
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| Total Assets |
$ | |||
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| Liabilities and Stockholders’ Equity |
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| Current Liabilities |
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| Accrued Expenses |
$ | |||
| Due to Related Party |
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| Total Current Liabilities |
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| Stockholders’ Equity: |
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| Common Stock - Class A ($ |
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| Common Stock - Class B ($ (a)(b) |
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| Preference Shares ($ |
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| Additional Paid-In Capital |
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| Accumulated Deficit |
( |
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| Total Stockholders’ Equity |
( |
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| Total Liabilities and Stockholders’ Equity |
$ | |||
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| (a) | Includes up to |
| (b) | In September 2021, the Sponsor forfeited |
Three Months Ended September 30, 2021 |
Period From March 12, 2021 (inception) to September 30, 2021 |
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| General and Administrative Expenses |
$ | $ | ||||||
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| Net Loss |
$ | ( |
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| Weighted Average Ordinary Shares Outstanding, Basic and Diluted (a)(b) |
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| Basic and Diluted Net Loss Per Ordinary Share |
$ | ( |
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| (a) | Includes up to |
| (b) | In September 2021, the Sponsor forfeited |
Ordinary Shares |
Additional |
Total |
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Class A |
Class B |
Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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| Balance - March 12, 2021 (Inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
| Issuance of Class B Ordinary Shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
| Capital Contributions by Sponsor |
— | — | — | — | — | |||||||||||||||||||||||
| Net Loss |
— | — | — | — | — | ( |
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| Balance - June 30, 2021 (Unaudited) |
— | — | ( |
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| Net Loss |
— | — | — | — | — | ( |
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| Balance - September 30, 2021 (Unaudited) (a)(b) |
— |
$ |
— |
$ |
$ |
$ |
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$ |
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| (a) | Includes up to |
| (b) | In September 2021, the Sponsor forfeited |
Period From March 12, 2021 (inception) to September 30, 2021 |
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| Cash Flows from Operating Activities: |
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| Net Loss |
$ | ( |
) | |
| Changes in Operating Assets and Liabilities: |
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| Other Assets |
( |
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| Accrued Expenses |
( |
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| Net Cash Used In Operating Activities |
( |
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| Cash Flows from Financing Activities: |
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| Capital Contribution s |
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| Proceeds from Related Party Note |
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| Net Cash Provided by Financing Activities |
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| Net Increase in Cash |
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| Cash - Beginning of Period |
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| Cash - End of Period |
$ | |||
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| Supplemental Disclosure of Noncash Investing and Financing Activities: |
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| Deferred Offering Costs Included in Accrued Expenses |
$ | |||
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• |
in whole and not in part; |
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at a price of $ |
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upon a minimum of |
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if, and only if, the last reported sale price (the “closing price“) of Class A common stock equals or exceeds $ |
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in whole and not in part; |
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at $ |
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if, and only if, the closing price of Class A common stock equals or exceeds $ |
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if the closing price of the Class A common stock for any 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 is less than $ |
| No. |
Description of Exhibit | |
1.1 |
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4.1 |
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10.1 |
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10.2 |
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10.3 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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31.1* |
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31.2* |
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32.1* |
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32.2* |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on November 16, 2021 and incorporated by reference herein. |
(2) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on December 2, 2021 and incorporated by reference herein. |
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. | ||||||
Date: December 21, 2021 |
By: |
/s/ Richard D. Bertel | ||||
Name: Richard D. Bertel | ||||||
Title: |
Chief Executive Officer and Chairman | |||||
(Principal Executive Officer) | ||||||
Date: December 21, 2021 |
By: |
/s/ Chris A. Bertel | ||||
Name: Chris A. Bertel | ||||||
Title: |
Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) | |||||
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard D. Bertel, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Integrated Rail and Resources Acquisition Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 21, 2021
| /s/ Richard D. Bertel |
| Richard D. Bertel |
| Chief Executive Officer and Chairman |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chris A. Bertel, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Integrated Rail and Resources Acquisition Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: December 21, 2021
| /s/ Chris A. Bertel |
| Chris A. Bertel |
| Chief Financial Officer and Senior Vice President |
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Integrated Rail and Resources Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Richard D. Bertel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: December 21, 2021
| /s/ Richard D. Bertel |
| Richard D. Bertel |
| Chief Executive Officer |
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Integrated Rail and Resources Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), I, Chris A. Bertel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: December 21, 2021
| /s/ Chris A. Bertel |
| Chris A. Bertel |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Condensed Balance Sheet (Parenthetical) - $ / shares |
7 Months Ended | |
|---|---|---|
Mar. 12, 2021 |
Sep. 30, 2021 |
|
| Preferred shares par or stated value per share | $ 0.0001 | |
| Preferred shares authorised | 1,000,000 | |
| Preferred shares issued | 0 | |
| Preferred shares outstanding | 0 | |
| Common shares par or stated value per share | $ 0.0001 | |
| Sponsor [Member] | ||
| Temporary shares outstanding | 5,750,000 | |
| Founder Shares [Member] | ||
| Number of shares forfeited during the period. | 2,156,250 | |
| Common Class A [Member] | ||
| Common shares par or stated value per share | $ 0.0001 | |
| Common shares authorised | 100,000,000 | |
| Common shares issued | 0 | |
| Common shares outstanding | 0 | |
| Common Class B [Member] | ||
| Common shares par or stated value per share | $ 0.0001 | |
| Common shares authorised | 10,000,000 | |
| Common shares issued | 5,750,000 | 5,750,000 |
| Common shares outstanding | 5,750,000 | 5,750,000 |
| Number of shares forfeited during the period. | 750,000 | 750,000 |
Condensed Statements of Operations - USD ($) |
3 Months Ended | 7 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
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| General and Administrative Expenses | $ 68,297 | $ 134,547 | ||||
| Net Loss | $ (68,297) | $ (134,547) | ||||
| Weighted Average Ordinary Shares Outstanding, Basic and Diluted | [1],[2] | 5,000,000 | 5,000,000 | |||
| Basic and Diluted Net Loss Per Ordinary Share | $ (0.01) | $ (0.03) | ||||
| ||||||
Condensed Statements of Operations (Parenthetical) - shares |
7 Months Ended | |
|---|---|---|
Mar. 12, 2021 |
Sep. 30, 2021 |
|
| Sponsor [Member] | ||
| Temporary Equity, Shares Outstanding | 5,750,000 | |
| Founder Shares [Member] | ||
| Number of shares forfeited during the period. | 2,156,250 | |
| Common Class B [Member] | ||
| Number of shares forfeited during the period. | 750,000 | 750,000 |
Condensed Statements of Changes in Stockholders' Equity - USD ($) |
Total |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
Accumulated Deficit |
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|---|---|---|---|---|---|---|---|---|
| Beginning Balance at Mar. 11, 2021 | $ 0 | |||||||
| Beginning Balance (in shares) at Mar. 11, 2021 | 0 | |||||||
| Issuance of Class B Ordinary Shares to Sponsor | $ 25,000 | $ 575 | $ 24,425 | |||||
| Issuance of Class B Ordinary Shares to Sponsor (in shares) | 5,750,000 | |||||||
| Capital Contributions by Sponsor | 16,895 | |||||||
| Net Loss | (66,250) | |||||||
| Ending Balance at Jun. 30, 2021 | (24,355) | $ 575 | 41,320 | $ (66,250) | ||||
| Ending Balance (in shares) at Jun. 30, 2021 | 5,750,000 | |||||||
| Net Loss | (68,297) | (68,297) | ||||||
| Ending Balance at Sep. 30, 2021 | [1],[2] | $ (92,652) | $ 575 | $ 41,320 | $ (134,547) | |||
| Ending Balance (in shares) at Sep. 30, 2021 | [1],[2] | 5,750,000 | ||||||
| ||||||||
Condensed Statements of Changes in Stockholders' Equity (Parenthetical) - shares |
7 Months Ended | |
|---|---|---|
Mar. 12, 2021 |
Sep. 30, 2021 |
|
| Sponsor [Member] | ||
| Temporary Equity, Shares Outstanding | 5,750,000 | |
| Founder Shares [Member] | ||
| Number of shares forfeited during the period. | 2,156,250 | |
| Common Class B [Member] | ||
| Number of shares forfeited during the period. | 750,000 | 750,000 |
Condensed Statements of Cash Flows - USD ($) |
3 Months Ended | 7 Months Ended |
|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2021 |
|
| Cash Flows from Operating Activities: | ||
| Net Loss | $ (68,297) | $ (134,547) |
| Changes in Operating Assets and Liabilities: | ||
| Other Assets | (170) | |
| Accrued expenses | (61,231) | |
| Net Cash Used In Operating Activities | (195,948) | |
| Cash Flows from Financing Activities: | ||
| Capital Contributions | 41,895 | |
| Proceeds from Related Party Note | 179,053 | |
| Net Cash Provided by Financing Activities | 220,948 | |
| Net Increase in Cash | 25,000 | |
| Cash - Beginning of Period | 0 | |
| Cash - End of Period | $ 25,000 | 25,000 |
| Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
| Deferred Offering Costs Included in Accrued Expenses | $ 5,070,550 |
Description of Organization, Business Operations, and Liquidity |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of Organization, Business Operations, and Liquidity | NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY Integrated Rail and Resources Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the Proposed Public Offering, which is described below. The Company has selected December 31 as its fiscal year end. On November 11, 2021, the registration statement for the Company’s IPO was declared effective. one-half of one redeemable warrant of the Company. The Units were sold at a price of $10.00 per Units, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to DHIP Natural Resources Investments, LLC (“Sponsor”), generating gross proceeds of $9,400,000 Following the closing of the IPO on November 11, 2021, management has agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Transaction costs amounted to $24,749,023 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $423,200 of other offering costs. In addition, cash of $1,712,612 was held outside of the Trust account and is available for payment of offering costs and working capital purposes. The Company will have 12 months from the closing of this offering to consummate an initial business combination. However, if the Company anticipates it may not be able to consummate an initial business combination within 12 months, the insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public ($2,000,000 or $2,300,000 if the underwriters’ over-allotment option is exercised in full in either case) in this offering for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,000,000, or $4,600,000 if the underwriters’ over-allotment is exercised in full, if the time to consummate a business combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be 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 (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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 1940, as amended, or the Investment Company Act. The Company will provide its holders of the 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 anticipated to be $10.10 per 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). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Proposed Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide 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% or more of the Class A common stock sold in the Proposed Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months, as applicable) from the closing of the Proposed Public Offering (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 ten 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders will agree to waive their liquidation rights with respect to the In order to protect the amounts held 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 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. Liquidity and Management’s Plans As of September 30, 2021, and 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. The Company has since completed its Initial Public Offering in November 2021 as described above and had approximately $1.5 million in cash and approximately $1.5 million of working capital immediately after the offering. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern, management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. Risks and Uncertainties 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on November 22, 2021. In the opinion of the Company’s management, the unaudited financial The results of operations for the period from March 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. Article 8 of Regulation S-X of the SEC The accompanying unaudited 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. Concentration of Credit Risk 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of November 16, 2021, 23,000,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ equity section of the Company’s balance sheet. Deferred Offering Costs Deferred offering costs consist of legal and other professional fees incurred through the balance sheet date that are directly related to the Proposed Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities will be expensed as incurred, and offering costs associated with common shares will be charged to stockholders’ equity. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class A common stock subject to forfeiture. Weighted average shares at September 30, 2021 were reduced for the effect of an aggregate of 750,000 Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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 periods presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement 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. 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. 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. 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivate 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 on January 1, 2022, with early adoption permitted. The Company adopted ASU 2020-06 effective March 12, 2021, the date of inception. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Equity [Abstract] | |
| Initial Public Offering | NOTE 3 – INITIAL PUBLIC OFFERING Subsequent to September 30, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half 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 per share, subject to adjustment (see Note 7). 12 anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata portion of 1,515,160 founder shares offered to the anchor investors at $0.004 per share. The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. |
Private Placement |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Private Placement [Abstract] | |
| Private Placement | NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($9.4 million) Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering such that at the time of closing $232,300,000 was held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 Class B common stock (the “Founder Shares”). On April 5, 2021 sponsor transferred 25,000 founder shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., our independent director nominees. The holders of the Founder Shares agreed to forfeit up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. As the underwriters’ over-allotment was exercised in full as part of the Initial Public Offering, none of the Founders Shares are subject to forfeiture. The Initial Stockholders will agree not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their common stock for cash, securities or other property. Related Party Loans On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for non-interest bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Initial Public Offering. As of September 30, 2021, there was $179,053 outstanding on the Note, which was paid off in full on November 19, 2021. The Sponsor also agreed to loan the Company up to $1,500,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Initial Public Offering. As of September 30, 2021, the Company had not borrowed any amount under the Note. As of September 30, 2021, $170 was maintained in the Sponsor’s cash account to be used for the Company’s expenditures. On November 19, 2021, the Sponsor used the funds to settle the Company’s expenditures reducing the balance in the Sponsor account to $0. Administrative Services Agreement The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, whereby the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any
out-of-pocket |
Commitments And Contingencies |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments And Contingencies | NOTE 6 – COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional Units at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of $0.20 per unit, or approximately $4.6 million in the aggregate, payable upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million 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. |
Stockholders' Equity |
7 Months Ended | ||||||||||||||||||||||||||||||||
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||
| Shareholders Equity [Abstract] | |||||||||||||||||||||||||||||||||
| Stockholders' Equity | NOTE 7 – STOCKHOLDERS’ EQUITY Class A Common stock Class B Common stock Ordinary stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock, which such Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one. Preference Shares Warrants If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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 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” 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, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders 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.
The “fair market value” of Class A common stock for the above In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Redemption of Warrants When the Price per Class A Common stock Equals or Exceeds $12.00:
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period. Redemption of Warrants When the Price per Class A Common stock Equals or Exceeds $10.00:
|
Subsequent Events |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statements were issued. Based upon this review, other than the Initial Public Offering and related transactions as disclosed herein, the Company did not identify any subsequent events that would have required potential adjustment to the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accounting Policies (Policies) |
7 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on November 22, 2021. In the opinion of the Company’s management, the unaudited financial The results of operations for the period from March 12, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. Article 8 of Regulation S-X of the SEC The accompanying unaudited 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. |
| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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. |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
| Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021. |
| Concentration of Credit Risk | Concentration of Credit Risk 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. |
| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of November 16, 2021, 23,000,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ equity section of the Company’s balance sheet. |
| Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal and other professional fees incurred through the balance sheet date that are directly related to the Proposed Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities will be expensed as incurred, and offering costs associated with common shares will be charged to stockholders’ equity. |
| Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class A common stock subject to forfeiture. Weighted average shares at September 30, 2021 were reduced for the effect of an aggregate of 750,000 Class B common stock that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into 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 periods presented. |
| Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement 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. 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. 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. 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. |
| Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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’s management determined that the United States is the Company’s only major tax jurisdiction. 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 September 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. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivate 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 on January 1, 2022, with early adoption permitted. The Company adopted ASU 2020-06 effective March 12, 2021, the date of inception. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($) |
7 Months Ended | |||
|---|---|---|---|---|
Nov. 16, 2021 |
Nov. 11, 2021 |
Sep. 30, 2021 |
Nov. 30, 2021 |
|
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Date of incorporation | Mar. 12, 2021 | |||
| Proceeds from initial public offer gross | $ 232,300,000 | |||
| Equity method investment ownership percentage | 50.00% | |||
| Term of restricted investments | 185 days | |||
| Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80.00% | |||
| Temporary equity redemption price per share | $ 10.10 | |||
| Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100.00% | |||
| Estimated amount of expenses payable on dissolution | $ 100,000 | |||
| Per share amount to be maintained in the trust account for redemption | $ 10.10 | |||
| Percentage of the public shares redeemable in case business combination is not consummated | 100.00% | |||
| Cash | $ 25,000 | |||
| Threshold period from the closing of initial public offering to consummate an initial business combination | 12 months | |||
| Extended Period to consummate a buiness combination for each time | 3 months | |||
| Total period including extended from the closing of initial public offering to consummate an initial business combination | 18 months | |||
| Per unit amount to be maintained in trust account | $ 0.10 | |||
| Per share amount elected in the event of period extension | $ 10.30 | |||
| Subsequent Event [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Total transaction costs associated with initial public offering | $ 24,749,023 | |||
| Deferred underwriting fees payable | 8,050,000 | |||
| Excess fair value of founder shares attributable to anchor investors | 11,675,823 | |||
| Other offering costs | 423,200 | |||
| Cash held outside of the trust account | 1,712,612 | |||
| Payment of cash underwriting discount | $ 4,600,000 | |||
| Cash | $ 1,500,000 | |||
| Working Capital | $ 1,500,000 | |||
| Post Business Combination Net Worth Requirement to Effect Business Combination [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Networth needed post business combination | $ 5,000,001 | |||
| Common Class A [Member] | Subsequent Event [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Sale of stock issue price per share | $ 11.50 | |||
| IPO [Member] | Subsequent Event [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Shares issued during the period new issues shares | 23,000,000 | |||
| Sale of stock issue price per share | $ 10.00 | $ 10.10 | ||
| Proceeds from initial public offer gross | $ 230,000,000 | $ 232,300,000 | ||
| IPO [Member] | Common Class A [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Percentage of the public shareholding eligible for transfer without restriction | 15.00% | |||
| Over-Allotment Option [Member] | Overallotment Exercised In Full One [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Threshold amount to be maintained in trust account if underwriters overallotment exercised in full | $ 2,000,000 | |||
| Over-Allotment Option [Member] | Overallotment Exercised In Full Two [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Threshold amount to be maintained in trust account if underwriters overallotment exercised in full | 2,300,000 | |||
| Over-Allotment Option [Member] | Elected Period Of Extension One [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full | 4,000,000 | |||
| Over-Allotment Option [Member] | Elected Period Of Extension Two [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full | $ 4,600,000 | |||
| Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Shares issued during the period new issues shares | 3,000,000 | |||
| Private Placement [Member] | Subsequent Event [Member] | ||||
| Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
| Shares issued during the period new issues shares | 9,400,000 | |||
| Class of warrants or rights number of warrants issued during the period | 9,400,000 | |||
| Class of warrants or rights issue price per warrant | $ 1.00 | |||
| Proceeds from issue of warrants | $ 9,400,000 |
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) |
7 Months Ended | ||
|---|---|---|---|
Mar. 12, 2021 |
Sep. 30, 2021 |
Nov. 16, 2021 |
|
| Summary Of Significant Accounting Policies [Line Items] | |||
| Cash insured with federal insurance corporation | $ 250,000 | ||
| Unrecognised tax benefits | 0 | ||
| Accrued interest and penalties on unrecognised tax benefits | 0 | ||
| Cash equivalents | $ 0 | ||
| Common Class A [Member] | Subsequent Event [Member] | |||
| Summary Of Significant Accounting Policies [Line Items] | |||
| Common shares subject to possible redemption | 23,000,000 | ||
| Common Class B [Member] | |||
| Summary Of Significant Accounting Policies [Line Items] | |||
| Number of shares forfeited during the period. | 750,000 | 750,000 |
Initial Public Offering - Additional Information (Detail) - USD ($) |
Nov. 16, 2021 |
Nov. 11, 2021 |
|---|---|---|
| Anchor Investment [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors | $ 11,675,823 | |
| Common Class A [Member] | Subsequent Event [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Sale of stock issue price per share | $ 11.50 | |
| Founder Shares [Member] | Anchor Investment [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Shares issued during the period new issues shares | 1,515,160 | |
| Shares issued price per share | $ 0.004 | |
| IPO [Member] | Anchor Investment [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Shares issued during the period new issues shares | 20,000,000 | |
| IPO [Member] | Subsequent Event [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Shares issued during the period new issues shares | 23,000,000 | |
| Sale of stock issue price per share | $ 10.00 | $ 10.10 |
Private Placement - Additional Information (Detail) - USD ($) |
Nov. 16, 2021 |
Nov. 11, 2021 |
|---|---|---|
| Disclosure Of Private Placement [Line Items] | ||
| Proceeds from initial public offer gross | $ 232,300,000 | |
| Subsequent Event [Member] | Common Class A [Member] | ||
| Disclosure Of Private Placement [Line Items] | ||
| Class of warrants or rights number of securities called by each warrant or right | 1 | |
| Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
| Subsequent Event [Member] | Private Placement [Member] | ||
| Disclosure Of Private Placement [Line Items] | ||
| Shares issued during the period new issues shares | 9,400,000 | |
| Shares Issued, Price Per Share | $ 1.00 | |
| Proceeds from issuance of private placement | $ 9,400,000 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
4 Months Ended | 7 Months Ended | |||
|---|---|---|---|---|---|
Nov. 19, 2021 |
Apr. 05, 2021 |
Mar. 12, 2021 |
Jun. 30, 2021 |
Sep. 30, 2021 |
|
| Related Party Transaction [Line Items] | |||||
| Stock issued during period value new issues | $ 25,000 | ||||
| Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
| Outstanding balance of related party note | $ 179,053 | ||||
| Debt Instrument, Face Amount | 1,500,000 | ||||
| Sponsor Cash Account Amount | $ 170 | ||||
| Subsequent Event [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Sponsor Used The Funds TO Settle The Expenditures Reducing The Balance In The Sponsor Account Amount | $ 0 | ||||
| Sponsor [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Stock issued during period value new issues | $ 25,000 | ||||
| Common Class B [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Stock issued during period value new issues | $ 575 | ||||
| Number of shares forfeited during the period. | 750,000 | 750,000 | |||
| Founder Shares [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Percentage of issued and outstanding shares after initial public offering collectively held by initial stockholders | 20.00% | ||||
| Founder Shares [Member] | Sponsor [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Stock issued during period value new issues | $ 5,750,000 | ||||
| Issuance of ordinary shares to Sponsor | 25,000 | ||||
| Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination | 1 year | ||||
| Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger | $ 12.00 | ||||
| Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days | 20 days | ||||
| Threshold period after business combination in which specified trading days within any specified trading day period commences | 150 days | ||||
| Founder Shares [Member] | Sponsor [Member] | Maximum [Member] | |||||
| Related Party Transaction [Line Items] | |||||
| Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days | 30 days |
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions |
7 Months Ended | |
|---|---|---|
Nov. 16, 2021 |
Sep. 30, 2021 |
|
| Over-Allotment Option [Member] | Subsequent Event [Member] | ||
| Option to Purchase Additional Units | 3,000,000 | |
| Overallotment Option Vesting Period | 45 days | |
| Underwriting Agreement [Member] | ||
| Underwriting Discount Per Unit | $ 0.20 | |
| Underwriting Discount Value | $ 4.6 | |
| Underwriting Commission Per Unit | $ 0.35 | |
| Underwriting Commission | $ 8.1 |
Stockholders' Equity - Additional Information (Detail) - $ / shares |
7 Months Ended | |
|---|---|---|
Mar. 12, 2021 |
Sep. 30, 2021 |
|
| Common shares par or stated value per share | $ 0.0001 | |
| Preferred shares authorised | 1,000,000 | |
| Preferred shares par or stated value per share | $ 0.0001 | |
| Preferred shares issued | 0 | |
| Preferred shares outstanding | 0 | |
| Number of days after the consummation of business combination for warrants to be excercised | 30 days | |
| Class of warrants or rights maturity | 5 years | |
| Number of trading days for determning the excercie price of warrants | 10 days | |
| Number of days from which warrants become exercisable after the completion of a business combination | 30 days | |
| Threshold business days after the closing of business combination make efforts to file with SEC for effective registration | 20 days | |
| Share Price Trigerring The Redemption Of Warrants One [Member] | ||
| Share Price | $ 12.00 | |
| Class of warrants or rights redemption price per unit | $ 0.01 | |
| Minimum notice period to be given to holders of warrants prior to redemption | 30 days | |
| Share Price Trigerring The Redemption Of Warrants Two [Member] | ||
| Share Price | $ 10.00 | |
| Class of warrants or rights redemption price per unit | $ 0.01 | |
| Minimum notice period to be given to holders of warrants prior to redemption | 30 days | |
| Public Warrants [Member] | ||
| Class of warrants or rights exercise price of warrants or rights | $ 11.50 | |
| Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants One [Member] | ||
| Share Price | $ 12.00 | |
| Number of trading days for determining the share price | 20 days | |
| Number of consecutive trading days for determining the share price | 30 days | |
| Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants Two [Member] | ||
| Share Price | $ 10.00 | |
| Number of trading days for determining the share price | 20 days | |
| Number of consecutive trading days for determining the share price | 30 days | |
| Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||
| Shares issued price per share | $ 9.20 | |
| Adjusted Percentage Of Exercise Price Of Warrants | 115.00% | |
| Share Price | $ 18.00 | |
| Adjusted percentage of redemption trigger price of shares | 180.00% | |
| Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | Minimum [Member] | ||
| Percentage of proceeds from equity issuance used or to be used for business combination | 60.00% | |
| Common Class A [Member] | ||
| Common shares authorised | 100,000,000 | |
| Common shares par or stated value per share | $ 0.0001 | |
| Common shares issued | 0 | |
| Common shares outstanding | 0 | |
| Percent of convertible share to outstanding shares | 20.00% | |
| Common Class A [Member] | Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants Two [Member] | ||
| Share Price | $ 12.00 | |
| Number of trading days for determining the share price | 20 days | |
| Number of consecutive trading days for determining the share price | 30 days | |
| Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||
| Number of trading days for determining the volume weighted average share price | 20 days | |
| Volume weighted average share price | 9.20% | |
| Common Class B [Member] | ||
| Common shares authorised | 10,000,000 | |
| Common shares par or stated value per share | $ 0.0001 | |
| Common shares issued | 5,750,000 | 5,750,000 |
| Common shares outstanding | 5,750,000 | 5,750,000 |
| Number of shares forfeited during the period. | 750,000 | 750,000 |