0001213900-22-001224 | 10-Q/A | XBRL Viewer | Archimedes Tech Spac Partners Co

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Jan. 10, 2022
Document Information Line Items
Entity Registrant Name	ARCHIMEDES TECH SPAC PARTNERS CO.
Trading Symbol	ATSPU
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		17,461,000
Amendment Flag	true
Amendment Description	This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Archimedes Tech SPAC Partners Co. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “First Amended Filing”).On November 15, 2021, Archimedes Tech SPAC Partners Co. (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a Note 2, Revision of Prior Period Financial Statements, (“Note 2”) that describes a revision to the Company’s classification of public subunits (and the underlying shares of common stock) subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on March 15, 2021. As described in Note 2, upon its IPO, the Company classified a portion of its public subunits (and the underlying shares of common stock) in permanent equity. The Company’s management re-evaluated the conclusion and, as a result, corrected the error by reclassifying all common stock underlying the public subunits subject to redemption as temporary equity. This resulted in a revision to the initial carrying value of the common stock underlying the public subunits subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), and common stock.The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its prior period financial statements in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As such, upon further consideration of the change, the Company determined the change in classification of the common stock underlying the public subunits and change to the Company’s presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements.Therefore, on December 21, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of March 15, 2021 included in the Company’s Form 8-K filed with the SEC on March 19, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on July 27, 2021 (part of the “Affected Periods”), should be restated to report all public subunits as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the aforementioned periods in this Quarterly Report on Form 10-Q/A.Additionally, the Company had re-evaluated the fair value of the representative shares that had been issued on January 13, 2021, prior to the IPO, and concluded that the fair value the Company had previously used for the representative shares was incorrect. The correction to the value of the representative shares would impact the allocation of the proceeds recorded by the Company upon the closing of the IPO on March 15, 2021, which in turn impacts the deemed dividend and thus the earnings per share of the Company that was reported in the Company’s financial statements as of March 31, 2021, June 30, 2021, and September 30, 2021 included in the Form 10-Q filed on July 27, 2021, August 27, 2021, and November 15, 2021, respectively (part of the “Affected Periods”).The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate or revise its financial statements. However, after management re-evaluated this conclusion in conjunction with the Company’s decision to restate its previously issued financial statements to report all of the Company’s redeemable public subunits as temporary equity, management concluded that the Company should restate its previously issued financial statements to correct the fair value of the representative shares as well.Therefore, on January 7, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, June 30, 2021, and September 30, 2021 filed with the SEC on July 27, 2021, August 27, 2021, and November 15, 2021, respectively, should be restated to correct the fair value of the representative shares and should no longer be relied upon. As such, the Company will restate its financial statements for the aforementioned periods in this Quarterly Report on Form 10-Q/A.The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.After re-evaluation, the Company’s management has concluded that, in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail below in this Quarterly Report on Form 10-Q/A.
Entity Central Index Key	0001840856
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40193
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1286799
Entity Address, Address Line One	2093 Philadelphia Pike
Entity Address, Address Line Two	#1968
Entity Address, City or Town	Claymont
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19703
City Area Code	(650)
Local Phone Number	560-4753
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common stock, par value $0.0001 per share
Entity Interactive Data Current	Yes

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalent	$ 628,652
Prepaid expenses	134,478
Total current assets	763,130
Marketable securities held in Trust Account	133,007,230
Total Assets	133,770,360
Current liabilities
Accrued offering costs and expenses	126,019
Due to related party		716
Total current liabilities	126,019	716
Warrant liability	161,359
Total liabilities	287,378	716
Commitments and Contingencies
Common stock subject to possible redemption, 13,300,000 shares and 0 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	133,007,230
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares and 31,000,000 shares authorized, 4,161,000 shares and 0 shares issued and outstanding (excluding 13,300,000 shares and 0 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively	416
Additional paid-in-capital	821,700
Accumulated deficit	(346,364)	(716)
Total Stockholders’ Equity	475,752	(716)
Total Liabilities and Stockholders’ Equity	$ 133,770,360

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	13,300,000	0
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	31,000,000
Common stock, shares issued	4,161,000	0
Common stock, shares outstanding	4,161,000	0

Unaudited Condensed Statements of Operations - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Formation and operating costs	$ 716	$ 229,484	$ 461,826
Loss from operations	(716)	(229,484)	(461,826)
Other income
Trust interest income		3,352	7,230
Unrealized gain on change in fair value of warrants		35,057	108,948
Total other income		38,409	116,178
Net loss	$ (716)	$ (191,075)	$ (345,648)
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)		13,300,000	9,675,824
Basic and diluted net (loss) income per share attributable to common stock subject to redemption (in Dollars per share)		$ (0.01)	$ 0.37
Basic and diluted weighted average shares outstanding, common stock (in Shares)		4,161,000	3,891,044
Basic and diluted net loss per share attributable to common stockholders (in Dollars per share)		$ (0.01)	$ (1.01)

Unaudited Condensed Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Sep. 14, 2020
Balance (in Shares) at Sep. 14, 2020
Net loss			(716)	(716)
Balance at Sep. 30, 2020			(716)	(716)
Balance (in Shares) at Sep. 30, 2020
Balance at Dec. 31, 2020			(716)	(716)
Balance (in Shares) at Dec. 31, 2020
Sale of 12,000,000 Units through IPO	$ 1,200	119,998,800		120,000,000
Sale of 12,000,000 Units through IPO (in Shares)	12,000,000
Sale of 1,300,000 Units through over-allotment	$ 130	12,999,870		13,000,000
Sale of 1,300,000 Units through over-allotment (in Shares)	1,300,000
Sale of 416,000 Private Units in private placement	$ 42	4,159,958		4,160,000
Sale of 416,000 Private Units in private placement (in Shares)	416,000
Issuance of representative shares	$ 42	2,024,421		2,024,463
Issuance of representative shares (in Shares)	420,000
Common stock issued to initial stockholders	$ 345	24,655		25,000
Common stock issued to initial stockholders (in Shares)	3,450,000
Forfeiture of founder shares	$ (13)	13
Forfeiture of founder shares (in Shares)	(125,000)
Underwriting fee		(2,660,000)		(2,660,000)
Offering costs charged to the stockholders’ equity		(2,449,810)		(2,449,810)
Initial classification of warrant liability		(270,307)		(270,307)
Reclassification of offering costs related to Public Shares		4,779,936		4,779,936
Net loss			(154,573)	(154,573)
Subsequent measurement of common stock subject to possible redemption	$ (1,330)	(124,412,583)		(124,413,913)
Subsequent measurement of common stock subject to possible redemption (in Shares)	(13,300,000)
Subsequent measurement of common stock subject to redemption		(13,366,023)		(13,366,023)
Subsequent measurement of common stock subject to redemption (interest earned on trust account)		(3,878)		(3,878)
Balance at Jun. 30, 2021	$ 416	825,052	(155,289)	670,179
Balance (in Shares) at Jun. 30, 2021	4,161,000
Balance at Dec. 31, 2020			(716)	(716)
Balance (in Shares) at Dec. 31, 2020
Balance at Sep. 30, 2021	$ 416	821,700	(346,364)	475,752
Balance (in Shares) at Sep. 30, 2021	4,161,000
Balance at Jun. 30, 2021	$ 416	825,052	(155,289)	670,179
Balance (in Shares) at Jun. 30, 2021	4,161,000
Net loss			(191,075)	(191,075)
Subsequent measurement of common stock subject to redemption (interest earned on trust account)		(3,352)		(3,352)
Balance at Sep. 30, 2021	$ 416	$ 821,700	$ (346,364)	$ 475,752
Balance (in Shares) at Sep. 30, 2021	4,161,000

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Parentheticals)	6 Months Ended
	Jun. 30, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of through IPO	12,000,000
Sale of over-allotment	1,300,000
Sale of in private placement	416,000

Unaudited Condensed Statement of Cash Flows - USD ($)	1 Months Ended	9 Months Ended
Unaudited Condensed Statement of Cash Flows - USD ($)	Sep. 30, 2020	Sep. 30, 2021
Cash flows from Operating Activities:
Net loss	$ (716)	$ (345,648)
Adjustments to reconcile net loss to net cash used in operating activities
Unrealized gain on change in fair value of warrants		(108,948)
Interest earned on marketable securities held in Trust Account		(7,230)
Changes in current assets and current liabilities:
Prepaid expenses		(134,478)
Accrued offering costs and expenses	716	126,019
Due to related party		(716)
Net cash used in operating activities		(471,001)
Cash Flows from Investing Activities:
Investment held in Trust Account		(133,000,000)
Net cash used in investing activities		(133,000,000)
Cash flows from Financing Activities:
Proceeds from IPO and over-allotment		133,000,000
Payment of underwriting fees		(2,660,000)
Proceeds from private placement		4,160,000
Proceeds from issuance of promissory note to related party		125,000
Payment to promissory note to related party		(125,000)
Proceeds from issuance of common stock to initial stockholders		25,000
Payment of deferred offering costs		(425,347)
Net cash provided by financing activities		134,099,653
Net change in cash		628,652
Cash, beginning of the period
Cash, end of the period		628,652
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption		124,413,913
Reclassification of offering costs related to Public Shares		(4,779,936)
Subsequent measurement of common stock subject to redemption		13,366,023
Subsequent measurement of common stock subject to redemption (interest earned on trust account)		7,230
Forfeiture of founder shares		13
Initial classification of warrant liability		$ 270,307

Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Archimedes Tech SPAC Partners Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 15, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors. However, the Company is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States.

The Company has selected December 31 as its fiscal year end.

As of September 30, 2021, the Company had not commenced any revenue-generating operations. All activity for the period from September 15, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income or expense, as applicable.

On November 15, 2021, the Company entered into a definitive merger agreement with SoundHound Inc., a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination (the “Merger Agreement”). The total consideration to be paid by the Company to SoundHound is $2 billion in equity of the Company, with outstanding SoundHound stock options and warrants included on a net exercise basis. In connection with the Business Combination, certain accredited investors committed to purchase 11.1 million shares of Class A common stock of the combined company at a price of $10.00 per share, for total gross proceeds of $111 million, in a private placement that is scheduled to close concurrently with the Business Combination.

Additional information about the Merger Agreement and related transactions can be found in the Current Report on Form 8-K filed on November 16, 2021.

The Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

References to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See Note 8).

Financing

The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). As discussed in Note 4, on March 15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000.

Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”); each whole Public Warrant will be exercisable to purchase one share of common stock at a price of $11.50 per share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $3,900,000, which is discussed in Note 5. Each Private Unit consists of (i) one subunit (the “Private Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”).

Transaction costs amounted to $4,849,810 consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs.

The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments, if any. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,000,000, and incurred transaction costs of $260,000 in underwriting discount. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000.

Trust Account

Following the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The funds held in the Trust Account is and will be invested only 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, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Initial Business Combination

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into 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 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, 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 tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will continue in existence only until 18 months from the closing of the IPO (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Subunits, at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding Public Subunits, which redemption will completely extinguish public stockholders’ rights as holders of Public Subunits (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the one-quarter of one warrant included in the Public Subunits being redeemed. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and its board of directors, the Company will dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period. This redemption right shall apply in the event of the approval of any such amendment to the Company’s amended and restated certificate of incorporation, whether proposed by the Sponsor, initial stockholders, executive officers, directors or any other person. In no other circumstances will a public stockholder have any right or interest of any kind to or in the Trust Account.

The Sponsor, initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed Business Combination, (2) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business Combination and (3) not to sell any shares in any tender in connection with a proposed initial Business Combination.

The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but the Company cannot assure that it will be able to satisfy its indemnification obligations if it is required to do so. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so.

Liquidity and Going Concern

As of September 30, 2021, the Company had cash outside the Trust Account of $628,652 available for its working capital needs. All remaining cash and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem Public Subunits. As of September 30, 2021, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.

Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 6), advances from the Sponsor in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the closing of the IPO (see Note 6). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans.

The Company anticipates that the $628,652 outside of the Trust account as of September 30, 2021 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Furthermore, if the Company is not able to consummate a Business Combination by September 15, 2022, it will trigger the Company’s automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Restatement of Prior Period Financial Statements

9 Months Ended

Sep. 30, 2021

Restatement of Prior Period Financial Statements [Abstract]

Restatement of Prior Period Financial Statements

Note 2 — Restatement of Prior Period Financial Statements

As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. The Company had previously classified a portion of its Public Subunits (and the underlying shares of common stock) in permanent equity. Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Subunits should be classified as temporary equity. Additionally, the Company’s management re-evaluated the fair value of the Representative Shares and concluded that the fair value the Company had previously used for the Representative Shares were incorrect and needs to be restated. The identified errors impacted the Company’s Form 8-K filing on March 19, 2021 containing the IPO balance sheet as of March 15, 2021, Form 10-Q filing on July 27, 2021 containing financial statements as of March 31, 2021, Form 10-Q filing on August 27, 2021 containing financial statements as of June 30, 2021, and Form 10-Q filing on November 15, 2021 containing financial statements as of September 30, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were material to the aforementioned 8-K and 10-Q filings, and that correcting the cumulative impact of such errors would be significant to our financial statements for the three months and nine months ended September 30, 2021. Accordingly, the Company has corrected such material errors by restating its prior financial statements and classified all Public Subunits as temporary equity as well as restating the fair value of the Representative Shares. The Company will also correct previously reported financial information for such material errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item.

Impact of the Restatement

The impact of the restatement on the audited balance sheet as of March 15, 2021 and unaudited interim condensed financial statements as of and for the three months ended March 31, 2021, June 30, 2021, and September 30, 2021 are presented below.

	As Previously Reported			Adjustments			As Restated
Balance Sheet at March 15, 2021
Common stock subject to possible redemption	$	116,095,120		$	3,904,880		$	120,000,000
Common stock		465			(39	)		426
Additional paid-in capital		5,004,068			(4,158,254	)		845,814

Balance Sheet at March 31, 2021
Common stock subject to possible redemption	$	128,744,590		$	4,255,935		$	133,000,525
Common stock		459			(43	)		416
Additional paid-in capital		5,084,297			(4,255,892	)		828,405

Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		2,059,408			247,259			2,306,667
Basic and diluted weighted average shares outstanding, common stock		3,856,614			(514,481	)		3,342,133
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.00		$	3.41		$	3.41
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(0.02	)	$	(2.36	)	$	(2.38	)

Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	-		$	4,779,936		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	-		$	(13,366,023	)	$	(13,366,023	)

Statement of Cash Flows for the three months ended March 31, 2021
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption	$	115,841,700		$	8,572,213		$	124,413,913
Change in value of common stock subject to possible redemption	$	12,902,890		$	(12,902,365	)	$	-
Reclassification of offering costs related to public shares	$	-		$	(4,779,936	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	-		$	13,366,023		$	13,366,023
Subsequent measurement of common stock subject to redemption (interest earned on trust account)	$	-		$	525		$	525

Statement of Operations for the six months ended June 30, 2021
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.46		$	0.08		$	0.54
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(1.00	)	$	(0.17	)	$	(1.17	)

Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	2,886,166		$	1,893,770		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	(11,472,253	)	$	(1,893,770	)	$	(13,366,023	)

Statement of Cash Flows for the six months ended June 30, 2021
Reclassification of offering costs related to public shares	$	(2,886,166	)	$	(1,893,770	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	11,472,253		$	1,893,770		$	13,366,023

Statement of Operations for the nine months ended September 30, 2021
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.31		$	0.06		$	0.37
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(0.87	)	$	(0.14	)	$	(1.01	)

Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	2,886,166		$	1,893,770		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	(11,472,253	)	$	(1,893,770	)	$	(13,366,023	)

Statement of Cash Flows for the nine months ended September 30, 2021
Reclassification of offering costs related to public shares	$	(2,886,166	)	$	(1,893,770	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	11,472,253		$	1,893,770		$	13,366,023

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 19, 2021 and March 12, 2021, respectively.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, 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 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.

Use of Estimates

The preparation of unaudited condensed financial statement in conformity with US GAAP requires 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 unaudited condensed financial statement. Actual results could differ 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 has $628,652 of cash held outside of the Trust Account as of September 30, 2021 and no cash held outside of the Trust Account as of December 31, 2020. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At September 30, 2021, the Company had $133,007,230 in the Trust Account which may be utilized for Business Combination. As of September 30, 2021, the assets held in the Trust Account were invested in Treasury Securities consisting of money market funds.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments.

The Company’s warrant liability and the fair value of its Representative Shares are based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and the fair value of its Representative Shares are classified as Level 3. See Note 7 for additional information on assets, liabilities and Representative Shares measured at fair value.

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. At September 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Income (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share and income (loss) per founder non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the Public Shares and 24% for the founder non-redeemable shares for the three months ended September 30, 2021, and a ratio of 71% for the Public Shares and 29% for the founder non-redeemable shares for the nine months ended September 30, 2021, reflective of the respective participation rights.

The earnings per share presented in the condensed statements of operations is based on the following:

	For the three months ended			For the nine months ended
	September 30, 2021			September 30, 2021
Net loss	$	(191,075	)	$	(345,648	)
Accretion of temporary equity to redemption value		(3,352	)		(13,373,253	)
Net loss including accretion of temporary equity to redemption value	$	(194,427	)	$	(13,718,901	)

	For the three months ended						For the nine months ended
	September 30, 2021						September 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(148,095	)	$	(46,332	)	$	(9,784,253	)	$	(3,934,648	)
Accretion of temporary equity to redemption value		3,352			-			13,373,253			-
Allocation of net income (loss)	$	(144,743	)	$	(46,332	)	$	3,589,000		$	(3,934,648	)

Denominator:
Weighted-average shares outstanding		13,300,000			4,161,000			9,675,824			3,891,044
Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.01	)	$	0.37		$	(1.01	)

In connection with the underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.

As of 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 Company’s earnings. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to stockholders’ equity upon the completion of the IPO. Accordingly, as of March 15, 2021, offering costs in the aggregate of $4,849,810 have been charged to stockholders’ equity (consisting of $2,400,000 of underwriting discount and $2,449,810 of other offering costs).

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”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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. The Company has determined the warrants are a derivative instrument.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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 September 30, 2021, respectively. 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.

The Company’s deferred tax assets were deemed to be de minimis as of September 30, 2021.

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, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Initial Public Offering

9 Months Ended

Sep. 30, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 4 — Initial Public Offering

Pursuant to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $10.00 per Public Unit. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-quarter of one Public Warrant, and (ii) one-quarter of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each whole warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation.

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $13,000,000.

Private Placement

9 Months Ended

Sep. 30, 2021

Private Placement [Abstract]

Private Placement

Note 5 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement (the “Private Placement”), generating gross proceeds of $3,900,000.

On March 19, 2021, simultaneous with the exercise of the over-allotment option, the Sponsor and EarlyBirdCapital purchased an aggregate of 26,000 additional Private Units, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $260,000.

The Private Units (and underlying Private Subunits, Private Shares, and Private Warrants) are identical to the Public Units except that the Private Warrants included in the Private Units: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Company’s initial stockholders have agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination, (B) not to convert any Private Subunits in connection with a stockholder vote to approve a proposed initial Business Combination or sell any Private Shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the Private Subunits shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. In the event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless.

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On January 4, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On March 10, 2021, the Company effected a stock dividend of 0.2 shares for each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised in full). On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units. As a result, 125,000 founder shares were forfeited as of September 30, 2021.

On the date of the IPO, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer& Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On January 4, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”). These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of the IPO.

On February 1, 2021, the Sponsor funded to the Company $100,000 pursuant to the Promissory Note. On February 10, 2021, the Sponsor funded to the Company an additional $25,000 pursuant to the Promissory Note, for an aggregate amount of $125,000. On March 15, 2021, the Promissory Note in an aggregate amount of $125,000 was fully repaid by the Company to the Sponsor.

Related Party Loans

In order to meet the working capital needs following the consummation of the IPO if the funds not held in the Trust Account are insufficient, the Sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no other proceeds from the Trust Account would be used for such repayment. At September 30, 2021, no such Working Capital Loans were outstanding.

Administrative Service Fee

Commencing on the Effective Date of the registration statement through the acquisition of a target business, the Company will pay an affiliate of the Chief Executive Officer, an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. As of September 30, 2021, the Company has recorded $30,000 and 67,097, respectively, for the three months ended September 30, 2021 and for the period from March 10, 2021 through September 30, 2021.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 7 — Fair Value Measurements

Non-Recurring Fair Value Measurement

The following table presents information about the Company’s Representative Shares that were measured at fair value on a non-recurring basis as of January 13, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	January 13,		Quoted Prices In Active Markets	Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)	(Level 2)		(Level 3)
Stockholders’ Equity:
Representative Shares	$	2,024,463	$	$	-	$	2,024,463
	$	2,024,463	$	$	-	$	2,024,463

The estimated fair value of the Representative Shares on January 13, 2021, the date the Representative Shares were issued, was determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model utilizing the probability weighted expected return method are assumptions related to the expected stock-price volatility (pre-merger), the risk-free interest rate, and the expected restricted term. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected restricted term of the Representative Shares. The expected restricted term of the Representative Shares is simulated based on management assumptions regarding the timing and likelihood of completing the IPO and a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the Representative Shares were as follows at January 13, 2021:

Input	January 13, 2021
Restricted term (years)		1.11
Expected volatility		12.5	%
Risk-free interest rate		0.12	%
Stock price	$	9.37
Dividend yield		0	%

Recurring Fair Value Measurement

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Mutual Fund held in Trust Account	$	133,007,230	$	133,007,230	$	-	$	-
	$	133,007,230	$	133,007,230	$	-	$	-
Liabilities:
Warrant Liability	$	161,359	$	-	$	-	$	161,359
	$	161,359	$	-	$	-	$	161,359

The estimated fair value of the warrant liability on March 15, 2021 and September 30, 2021 is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its common stock based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The assumptions used in calculating the estimated fair values represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021:

Input	March 15, 2021
Expected term (years)		5.99
Expected volatility		24.3	%
Risk-free interest rate		1.06	%
Stock price	$	9.36
Dividend yield		0	%
Exercise price	$	11.5

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at September 30, 2021:

Input	September 30, 2021
Expected term (years)		5.52
Expected volatility		14.8	%
Risk-free interest rate		1.07	%
Stock price	$	9.61
Dividend yield		0	%
Exercise price	$	11.5

The following table sets forth a summary of the changes in the fair value of the warrant liability for the nine months ended September 30, 2021:

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		270,307
Change in fair value		(108,948	)

Fair value as of September 30, 2021	$	161,359

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares and Representative Shares (as defined below) issued and outstanding on the date of the IPO, as well as the holders of the Private Units and any units the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on March 10, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company use its best efforts to register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full). On March 15, 2021, the Company paid, in aggregate, a fixed underwriting discount of $2,400,000.

On March 19, 2021, the Underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units and were, in aggregate, paid a fixed underwriting discount of $260,000.

EarlyBirdCapital will have the right of first refusal for a period commencing from the consummation of the IPO until the consummation of the initial Business Combination (or the liquidation of the Trust Account in the event that the Company fails to consummate the initial Business Combination within the Combination Period) to act as book running manager, placement agent and/or arranger for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with the initial Business Combination.

In addition, under certain circumstances EarlyBirdCapital will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S. registered public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that have not been identified at the time of the IPO.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.

Representative Shares

On January 13, 2021, the Company has issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at a purchase price of $0.0001 per share (the “Representative Shares”). The fair value of the Representative Shares was determined to be $2,024,463 (See Note 7). On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an additional 70,000 representative shares issued to EarlyBirdCapital for no consideration and an aggregate of 420,000 representative shares outstanding. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following March 10, 2021 pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the IPO, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the March 10, 2021 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period.

Business Combination Legal Services Agreement

The Company has entered into an agreement with its legal counsel, Loeb & Loeb (“Loeb”), whereby the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of September 30, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb.

Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 9 — Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock at par value of $0.0001 per share. As of September 30, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. At September 30, 2021, there were 4,161,000 shares of common stock issued and outstanding, excluding 13,300,000 shares of common stock subject to possible redemption.

Public Warrants

Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation 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 shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise.

The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant,

●

at any time after the warrants become exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

●

If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

On November 15, 2021, the Company entered into the Merger Agreement with SoundHound Inc., a voice artificial intelligence company, pursuant to which the two companies agreed to consummate a Business Combination. The total consideration to be paid by the Company to SoundHound is $2 billion in equity of the Company, with outstanding SoundHound stock options and warrants included on a net exercise basis. In connection with the Business Combination, certain accredited investors committed to purchase 11.1 million shares of Class A common stock of the combined company at a price of $10.00 per share, for total gross proceeds of $111 million, in a private placement that is scheduled to close concurrently with the Business Combination.

Additional information about the Merger Agreement and related transactions can be found in the Current Report on Form 8-K filed on November 16, 2021.

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Concentration of Credit Risk

Concentration of Credit Risk

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

The earnings per share presented in the condensed statements of operations is based on the following:

	For the three months ended			For the nine months ended
	September 30, 2021			September 30, 2021
Net loss	$	(191,075	)	$	(345,648	)
Accretion of temporary equity to redemption value		(3,352	)		(13,373,253	)
Net loss including accretion of temporary equity to redemption value	$	(194,427	)	$	(13,718,901	)

	For the three months ended						For the nine months ended
	September 30, 2021						September 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(148,095	)	$	(46,332	)	$	(9,784,253	)	$	(3,934,648	)
Accretion of temporary equity to redemption value		3,352			-			13,373,253			-
Allocation of net income (loss)	$	(144,743	)	$	(46,332	)	$	3,589,000		$	(3,934,648	)

Denominator:
Weighted-average shares outstanding		13,300,000			4,161,000			9,675,824			3,891,044
Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.01	)	$	0.37		$	(1.01	)

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Derivative Financial Instruments

Derivative Financial Instruments

Income Taxes

Income Taxes

The Company’s deferred tax assets were deemed to be de minimis as of September 30, 2021.

Risks and Uncertainties

Risks and Uncertainties

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Restatement of Prior Period Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Condensed Financial Information Disclosure [Abstract]

Schedule of restatement on the company’s financial statements

	As Previously Reported			Adjustments			As Restated
Balance Sheet at March 15, 2021
Common stock subject to possible redemption	$	116,095,120		$	3,904,880		$	120,000,000
Common stock		465			(39	)		426
Additional paid-in capital		5,004,068			(4,158,254	)		845,814

Balance Sheet at March 31, 2021
Common stock subject to possible redemption	$	128,744,590		$	4,255,935		$	133,000,525
Common stock		459			(43	)		416
Additional paid-in capital		5,084,297			(4,255,892	)		828,405

Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption		2,059,408			247,259			2,306,667
Basic and diluted weighted average shares outstanding, common stock		3,856,614			(514,481	)		3,342,133
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.00		$	3.41		$	3.41
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(0.02	)	$	(2.36	)	$	(2.38	)

Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	-		$	4,779,936		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	-		$	(13,366,023	)	$	(13,366,023	)

Statement of Cash Flows for the three months ended March 31, 2021
Supplemental disclosure of cash flow information
Initial value of common stock subject to possible redemption	$	115,841,700		$	8,572,213		$	124,413,913
Change in value of common stock subject to possible redemption	$	12,902,890		$	(12,902,365	)	$	-
Reclassification of offering costs related to public shares	$	-		$	(4,779,936	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	-		$	13,366,023		$	13,366,023
Subsequent measurement of common stock subject to redemption (interest earned on trust account)	$	-		$	525		$	525

Statement of Operations for the six months ended June 30, 2021
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.46		$	0.08		$	0.54
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(1.00	)	$	(0.17	)	$	(1.17	)

Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	2,886,166		$	1,893,770		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	(11,472,253	)	$	(1,893,770	)	$	(13,366,023	)

Statement of Cash Flows for the six months ended June 30, 2021
Reclassification of offering costs related to public shares	$	(2,886,166	)	$	(1,893,770	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	11,472,253		$	1,893,770		$	13,366,023

Statement of Operations for the nine months ended September 30, 2021
Basic and diluted net income (loss) per share, common stock subject to redemption	$	0.31		$	0.06		$	0.37
Basic and diluted net income (loss) per share, common stock not subject to redemption	$	(0.87	)	$	(0.14	)	$	(1.01	)

Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2021
Issuance of representative shares - Additional Paid-in-Capital	$	3,458		$	2,020,963		$	2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)		3,500			2,020,963			2,024,463
Offering costs charged to the Stockholders' equity		(428,847	)		(2,020,963	)		(2,449,810	)
Reclassification of offering costs related to public shares	$	2,886,166		$	1,893,770		$	4,779,936
Subsequent measurement of common stock subject to redemption	$	(11,472,253	)	$	(1,893,770	)	$	(13,366,023	)

Statement of Cash Flows for the nine months ended September 30, 2021
Reclassification of offering costs related to public shares	$	(2,886,166	)	$	(1,893,770	)	$	(4,779,936	)
Subsequent measurement of common stock subject to redemption	$	11,472,253		$	1,893,770		$	13,366,023

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of earnings per share

	For the three months ended			For the nine months ended
	September 30, 2021			September 30, 2021
Net loss	$	(191,075	)	$	(345,648	)
Accretion of temporary equity to redemption value		(3,352	)		(13,373,253	)
Net loss including accretion of temporary equity to redemption value	$	(194,427	)	$	(13,718,901	)

	For the three months ended						For the nine months ended
	September 30, 2021						September 30, 2021
	Redeemable			Non-redeemable			Redeemable			Non-redeemable
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(148,095	)	$	(46,332	)	$	(9,784,253	)	$	(3,934,648	)
Accretion of temporary equity to redemption value		3,352			-			13,373,253			-
Allocation of net income (loss)	$	(144,743	)	$	(46,332	)	$	3,589,000		$	(3,934,648	)

Denominator:
Weighted-average shares outstanding		13,300,000			4,161,000			9,675,824			3,891,044
Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.01	)	$	0.37		$	(1.01	)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis

	January 13,		Quoted Prices In Active Markets	Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)	(Level 2)		(Level 3)
Stockholders’ Equity:
Representative Shares	$	2,024,463	$	$	-	$	2,024,463
	$	2,024,463	$	$	-	$	2,024,463

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Mutual Fund held in Trust Account	$	133,007,230	$	133,007,230	$	-	$	-
	$	133,007,230	$	133,007,230	$	-	$	-
Liabilities:
Warrant Liability	$	161,359	$	-	$	-	$	161,359
	$	161,359	$	-	$	-	$	161,359

Schedule of warrant liability

Input	January 13, 2021
Restricted term (years)		1.11
Expected volatility		12.5	%
Risk-free interest rate		0.12	%
Stock price	$	9.37
Dividend yield		0	%

Input	March 15, 2021
Expected term (years)		5.99
Expected volatility		24.3	%
Risk-free interest rate		1.06	%
Stock price	$	9.36
Dividend yield		0	%
Exercise price	$	11.5

Input	September 30, 2021
Expected term (years)		5.52
Expected volatility		14.8	%
Risk-free interest rate		1.07	%
Stock price	$	9.61
Dividend yield		0	%
Exercise price	$	11.5

Schedule of changes in the fair value warrant liability

	Warrant Liability
Fair value as of December 31, 2020	$	-
Initial fair value of warrant liability upon issuance at IPO		270,307
Change in fair value		(108,948	)

Fair value as of September 30, 2021	$	161,359

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Organization and Business Operations (Details) - USD ($)				1 Months Ended	6 Months Ended	9 Months Ended
	Nov. 15, 2021	Mar. 15, 2021	Mar. 15, 2021	Mar. 19, 2021	Jun. 30, 2021	Sep. 30, 2021
Organization and Business Operations (Details) [Line Items]
Total consideration paid	$ 2,000,000,000
Purchase shares (in Shares)	11,100,000
Per share price (in Dollars per share)						$ 0.01
Total gross proceeds	$ 111,000,000
Sale of stock (in Shares)					12,000,000
Common stock per share (in Dollars per share)		$ 10	$ 10			$ 11.5
Transaction costs amounted						$ 4,849,810
Underwriting discount						2,400,000
Other offering costs						$ 2,449,810
Percentage of redemption				100.00%
Fair market value, percentage						80.00%
Redemption of outstanding public, percentage						100.00%
Public per share (in Dollars per share)						$ 10
Working capital amount						$ 628,652
Payment of sponsor						25,000
Unsecured promissory note amount						$ 125,000
Series of Individually Immaterial Business Acquisitions [Member]
Organization and Business Operations (Details) [Line Items]
Aquired business, percentage						50.00%
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Net tangible assets						$ 5,000,001
Business combination, description						A public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within the Combination Period.
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)		$ 10	$ 10			$ 10
Sale of stock (in Shares)		12,000,000				390,000
Generating gross proceeds			$ 120,000,000			$ 3,900,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)				$ 10
Generating gross proceeds				$ 260,000
Purchase of additional units (in Shares)						1,800,000
Purchase of Shares (in Shares)				1,300,000
Cash underwriting fees				$ 260,000
Sale of additional units (in Shares)				26,000
Net proceeds				$ 133,000,000
Over-Allotment Option [Member] \| Early Bird Capital [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds				$ 13,000,000
Class A Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Per share price (in Dollars per share)	$ 10

Restatement of Prior Period Financial Statements (Details) - Schedule of restatement on the company’s financial statements - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 15, 2021
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	$ 128,744,590			$ 116,095,120
Common stock	459			465
Additional paid-in capital	$ 5,084,297			5,004,068
Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	2,059,408
Basic and diluted weighted average shares outstanding, common stock (in Shares)	3,856,614
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share)	$ 0	$ 0.46	$ 0.31
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share)	$ (0.02)	$ (1)	$ (0.87)
Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021
Issuance of representative shares - Additional Paid-in-Capital	$ 3,458	$ 3,458	$ 3,458
Issuance of representative shares - Stockholders' Equity (Deficit)	3,500	3,500	3,500
Offering costs charged to the Stockholders' equity	(428,847)	(428,847)	(428,847)
Reclassification of offering costs related to public shares		2,886,166	2,886,166
Subsequent measurement of common stock subject to redemption		(11,472,253)	(11,472,253)
Statement of Cash Flows for the three months ended March 31, 2021
Initial value of common stock subject to possible redemption (in Shares)	115,841,700
Change in value of common stock subject to possible redemption	$ 12,902,890
Reclassification of offering costs related to public shares		(2,886,166)	(2,886,166)
Subsequent measurement of common stock subject to redemption		$ 11,472,253	$ 11,472,253
Subsequent measurement of common stock subject to redemption (interest earned on trust account)
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	4,255,935			3,904,880
Common stock	(43)			(39)
Additional paid-in capital	$ (4,255,892)			(4,158,254)
Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	247,259
Basic and diluted weighted average shares outstanding, common stock (in Shares)	(514,481)
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share)	$ 3.41	$ 0.08	$ 0.06
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share)	$ (2.36)	$ (0.17)	$ (0.14)
Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021
Issuance of representative shares - Additional Paid-in-Capital	$ 2,020,963	$ 2,020,963	$ 2,020,963
Issuance of representative shares - Stockholders' Equity (Deficit)	2,020,963	2,020,963	2,020,963
Offering costs charged to the Stockholders' equity	(2,020,963)	(2,020,963)	(2,020,963)
Reclassification of offering costs related to public shares	4,779,936	1,893,770	1,893,770
Subsequent measurement of common stock subject to redemption	$ (13,366,023)	(1,893,770)	(1,893,770)
Statement of Cash Flows for the three months ended March 31, 2021
Initial value of common stock subject to possible redemption (in Shares)	8,572,213
Change in value of common stock subject to possible redemption	$ (12,902,365)
Reclassification of offering costs related to public shares	(4,779,936)	(1,893,770)	(1,893,770)
Subsequent measurement of common stock subject to redemption	13,366,023	$ 1,893,770	$ 1,893,770
Subsequent measurement of common stock subject to redemption (interest earned on trust account)	525
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock subject to possible redemption	133,000,525			120,000,000
Common stock	416			426
Additional paid-in capital	$ 828,405			$ 845,814
Statement of Operations for the three months ended March 31, 2021
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares)	2,306,667
Basic and diluted weighted average shares outstanding, common stock (in Shares)	3,342,133
Basic and diluted net income (loss) per share, common stock subject to redemption (in Dollars per share)	$ 3.41	$ 0.54	$ 0.37
Basic and diluted net income (loss) per share, common stock not subject to redemption (in Dollars per share)	$ (2.38)	$ (1.17)	$ (1.01)
Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021
Issuance of representative shares - Additional Paid-in-Capital	$ 2,024,421	$ 2,024,421	$ 2,024,421
Issuance of representative shares - Stockholders' Equity (Deficit)	2,024,463	2,024,463	2,024,463
Offering costs charged to the Stockholders' equity	(2,449,810)	(2,449,810)	(2,449,810)
Reclassification of offering costs related to public shares	4,779,936	4,779,936	4,779,936
Subsequent measurement of common stock subject to redemption	$ (13,366,023)	(13,366,023)	(13,366,023)
Statement of Cash Flows for the three months ended March 31, 2021
Initial value of common stock subject to possible redemption (in Shares)	124,413,913
Change in value of common stock subject to possible redemption
Reclassification of offering costs related to public shares	(4,779,936)	(4,779,936)	(4,779,936)
Subsequent measurement of common stock subject to redemption	13,366,023	$ 13,366,023	$ 13,366,023
Subsequent measurement of common stock subject to redemption (interest earned on trust account)	$ 525

Summary of Significant Accounting Policies (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 15, 2021	Mar. 19, 2021	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalent			$ 628,652	$ 628,652
Marketable securities held in Trust Account			133,007,230	133,007,230
Federal depository insurance coverage amount			$ 250,000	$ 250,000
Percentage of public shares			76.00%	71.00%
Percentage of founder non-redeemable shares			24.00%	29.00%
Founder shares (in Shares)		325,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 4,849,810
underwriting discount	2,400,000
Other offering costs	$ 2,449,810

Summary of Significant Accounting Policies (Details) - Schedule of earnings per share - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021
Summary of Significant Accounting Policies (Details) - Schedule of earnings per share [Line Items]
Net loss	$ (716)	$ (191,075)	$ (345,648)
Accretion of temporary equity to redemption value		(3,352)	(13,373,253)
Net loss including accretion of temporary equity to redemption value		(194,427)	(13,718,901)
Redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity		(148,095)	(9,784,253)
Accretion of temporary equity to redemption value		3,352	13,373,253
Allocation of net income (loss)		$ (144,743)	$ 3,589,000
Denominator:
Weighted-average shares outstanding (in Shares)		13,300,000	9,675,824
Basic and diluted net income (loss) per share (in Dollars per share)		$ (0.01)	$ 0.37
Non-redeemable [Member]
Numerator:
Allocation of net loss including accretion of temporary equity		$ (46,332)	$ (3,934,648)
Accretion of temporary equity to redemption value
Allocation of net income (loss)		$ (46,332)	$ (3,934,648)
Denominator:
Weighted-average shares outstanding (in Shares)		4,161,000	3,891,044
Basic and diluted net income (loss) per share (in Dollars per share)		$ (0.01)	$ (1.01)

Initial Public Offering (Details) - USD ($)	1 Months Ended
Initial Public Offering (Details) - USD ($)	Mar. 19, 2021	Sep. 30, 2021	Mar. 15, 2021
Initial Public Offering [Abstract]
Sale of public shares (in Shares)			12,000,000
Sale of public units price per share		$ 11.5	$ 10
Warrants price per share			$ 11.5
Partially exercised the over-allotment option to purchase (in Shares)	1,300,000
Purchase price per public unit	$ 10
Gross proceeds (in Dollars)	$ 13,000,000
Net proceeds (in Dollars)	$ 133,000,000

Private Placement (Details) - USD ($)	1 Months Ended	9 Months Ended
Private Placement (Details) - USD ($)	Mar. 19, 2021	Sep. 30, 2021
Private Placement (Details) [Line Items]
Purchased aggregate shares		390,000
EarlyBirdCapital [Member]
Private Placement (Details) [Line Items]
Purchase price per share	$ 10	$ 10
Additional shares of private units	26,000
Maximum [Member] \| Sponsor [Member]
Private Placement (Details) [Line Items]
Generating gross proceeds	$ 260,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Generating gross proceeds		$ 3,900,000

Related Party Transactions (Details) - USD ($)				1 Months Ended	6 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 10, 2021	Feb. 10, 2021	Jan. 04, 2021	Mar. 19, 2021	Jun. 30, 2021	Sep. 30, 2021	Mar. 15, 2021	Feb. 01, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)						$ 0.01
Shares of common stock (in Shares)					12,000,000
Common stock par value (in Dollars per share)						$ 0.0001			$ 0.0001
Public units (in Shares)				1,300,000
Forfeited shares (in Shares)						125,000
Description of founder shares						Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Company’s initial Business Combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Loan amount								$ 100,000
Promissory note							$ 125,000
Related party transaction, description						The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of (i) one subunit, which consists of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant, where the common stock and warrants would be identical to the common stock and warrants included in the Private Units.
Aggregate fee						$ 10,000
Company recorded	$ 67,097					$ 30,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Payment of amount			$ 25,000
Price per share (in Dollars per share)			$ 0.009
Shares of common stock (in Shares)			2,875,000
Common stock par value (in Dollars per share)			$ 0.0001
Forfeited shares (in Shares)	450,000		375,000
Dividend per share (in Dollars per share)	$ 0.2
Aggregate of founder shares outstanding (in Shares)	3,450,000
Aggregate amount		$ 125,000
Promissory Note [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Loan amount		$ 25,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Loan amount			$ 300,000

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($)	Sep. 30, 2021	Jan. 13, 2021
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Representative Shares		$ 2,024,463
Total		2,024,463
U.S. Mutual Fund held in Trust Account	$ 133,007,230
Total	133,007,230
Warrant Liability	161,359
Total	161,359
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Representative Shares
Total
U.S. Mutual Fund held in Trust Account
Total
Warrant Liability
Total
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
Representative Shares		2,024,463
Total		$ 2,024,463
U.S. Mutual Fund held in Trust Account
Total
Warrant Liability	161,359
Total	161,359
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items]
U.S. Mutual Fund held in Trust Account	133,007,230
Total	133,007,230
Warrant Liability
Total

Fair Value Measurements (Details) - Schedule of warrant liability - $ / shares			9 Months Ended
	Mar. 15, 2021	Jan. 13, 2021	Sep. 30, 2021
Schedule of warrant liability [Abstract]
Expected term (years)	5 years 11 months 26 days	1 year 1 month 9 days	5 years 6 months 7 days
Expected volatility	24.30%	12.50%	14.80%
Risk-free interest rate	1.06%	0.12%	1.07%
Stock price (in Dollars per share)	$ 9.36	$ 9.37	$ 9.61
Dividend yield	0.00%	0.00%	0.00%
Exercise price (in Dollars per share)	$ 11.5		$ 11.5

Fair Value Measurements (Details) - Schedule of changes in the fair value warrant liability	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of changes in the fair value warrant liability [Abstract]
Fair value as of December 31, 2020
Initial fair value of warrant liability upon issuance at IPO	270,307
Change in fair value	(108,948)
Fair value as of September 30, 2021	$ 161,359

Commitments and Contingencies (Details) - USD ($)				1 Months Ended	6 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 15, 2021	Mar. 10, 2021	Jan. 13, 2021	Mar. 19, 2021	Jun. 30, 2021	Sep. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Registration rights terms description						EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March 10, 2021. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Units in shares					12,000,000
Fixed underwriting discount (in Dollars)	$ 2,400,000
Partially exercised the over-allotment option to purchase				1,300,000
Fixed underwriting discount (in Dollars)				$ 260,000
Percentage of escrow account						90.00%
Underwriters Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of agreement						EarlyBirdCapital and I-Bankers Securities, Inc. (the “Underwriters”) have a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments, if any. The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’ over-allotment is exercised in full).
Units in shares						2,760,000
Representative Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Number of shares			350,000
Purchase price (in Dollars per share)			$ 0.0001
Fair Value Representative Shares (in Dollars)			$ 2,024,463
Dividend shares of common stock		0.2
Additional shares issued		70,000
Aggregate units in shares		420,000
Business Combination Marketing Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of business combination						The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist the Company in identifying or consummating an initial Business Combination.
Business Combination Legal Services Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Description of retainer fees						the Company is required to pay a total of $250,000 in retainer fees to Loeb for services related to the initial Business Combination upon the completion of certain milestones. The balance of any additional legal fees incurred related to the initial Business Combination will be due at the closing of the SPAC Merger. As of September 30, 2021, the Company had paid a total of $50,000 of retainer fees to Loeb.
Over-allotment [Member] \| Underwriters Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Units in shares						2,400,000

Stockholders' Equity (Details) - $ / shares	9 Months Ended
Stockholders' Equity (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Preferred stock authorized shares	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares authorized	100,000,000	31,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	4,161,000	0
Common stock, shares outstanding	4,161,000	0
Common stock, subject to possible redemption	13,300,000
Description of warrant	Each whole warrant entitles the holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial Business Combination. The warrants will expire on the fifth anniversary of the completion of an initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation 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 shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise.
Warrant redemption, Description	The Company may call the warrants for redemption (excluding the Private Warrants and any warrants underlying additional units issued to the Sponsor, initial stockholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant, ●at any time after the warrants become exercisable, ●upon not less than 30 days’ prior written notice of redemption to each warrant holder, ●If, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) 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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.
Price per warrant (in Dollars per share)	$ 0.01
Redemption trigger price (in Dollars per share)	$ 18
Adjusted percentage of amount	180.00%

Subsequent Events (Details) - Forecast [Member] $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended
	Nov. 15, 2021 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Paid in consideration	$ 2,000
Total gross proceeds	$ 111
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Purchase of shares (in Shares) \| shares	11.1
Price per share (in Dollars per share) \| $ / shares	$ 10