Redbox Entertainment (RDBX) 10-Q22 Nov 212021 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 10, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-39741
Entity Registrant Name	REDBOX ENTERTAINMENT INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2157010
Entity Address, Address Line One	1 Tower Lane, Suite 800
Entity Address, City or Town	Oakbrook Terrace
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60181
City Area Code	630
Local Phone Number	756-8000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820201
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock, $0.0001 par value
Trading Symbol	RDBX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		12,618,516
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		32,770,000
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	RDBXW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 61,743	$ 948,584
Prepaid expenses	177,159	308,515
Total current assets	238,902	1,257,099
Investments held in Trust Account	145,218,069	145,194,202
Other Assets	3,116	0
Total Assets	145,460,087	146,451,301
Current liabilities
Accrued expenses	530,044	118,844
Due to related party	0	10,000
Total current liabilities	530,044	128,844
Deferred underwriting fee payable	5,031,250	5,031,250
Warrant liability	16,467,107	17,322,751
Total Liabilities	22,028,401	22,482,845
Commitments and contingencies
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(21,786,742)	(21,226,105)
Total Stockholders' Equity (Deficit)	(21,786,383)	(21,225,746)
Total Liabilities and Stockholders' Equity (Deficit)	145,460,087	146,451,301
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption, 14,375,000 shares at redemption value at September 30, 2021 and December 31, 2020, respectively	145,218,069	145,194,202
Class A Common Stock Not Subject to Redemption
Stockholders' Equity (Deficit)
Common stock	0	0
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock	$ 359	$ 359

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Shares subject to possible redemption	14,375,000	14,375,000
Common stock, par value	$ 0.0001
Common stock, shares authorized	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class A Common Stock Subject to Redemption
Shares subject to possible redemption	14,375,000	14,375,000
Class A Common Stock Not Subject to Redemption
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	3,593,750	3,593,750
Common stock, shares outstanding	3,593,750	3,593,750

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	9 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs	$ 500,559	$ 1,416,280
Loss from operations	(500,559)	(1,416,280)
Other income (expense):
Interest earned on investments held in Trust Account	1,869	23,867
Change in fair value of warrant liability	(1,344,965)	855,644
Total other income (expense)	(1,343,096)	879,511
Net loss	$ (1,843,655)	$ (536,769)
Class A Common Stock
Other income (expense):
weighted average Number of shares outstanding, Basic	14,375,000	14,375,000
Weighted Average Number of Shares Outstanding, Diluted	14,375,000	14,375,000
Earnings per share, Basic	$ (0.10)	$ (0.03)
Earnings Per Share, Diluted	$ (0.10)	$ (0.03)
Class B Common Stock
Other income (expense):
weighted average Number of shares outstanding, Basic	3,593,750	3,593,750
Weighted Average Number of Shares Outstanding, Diluted	3,593,750	3,593,750
Earnings per share, Basic	$ (0.10)	$ (0.03)
Earnings Per Share, Diluted	$ (0.10)	$ (0.03)
Class B non-redeemable common stock
Other income (expense):
weighted average Number of shares outstanding, Basic	3,593,750	3,593,750
Weighted Average Number of Shares Outstanding, Diluted	3,593,750	3,593,750
Earnings per share, Basic	$ (0.10)	$ (0.03)
Earnings Per Share, Diluted	$ (0.10)	$ (0.03)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Class B Common StockCommon Stock [Member]	Accumulated Income (Deficit)	Total
Balance at the beginning at Dec. 31, 2020	$ 359	$ (21,226,105)	$ (21,225,746)
Balance at the beginning (in shares) at Dec. 31, 2020	3,593,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		5,128,710	5,128,710
Change in value of Class A Common Stock subject to possible redemption		(17,259)	(17,259)
Balance at the end at Mar. 31, 2021	$ 359	(16,114,654)	(16,114,295)
Balance at the end (in shares) at Mar. 31, 2021	3,593,750
Balance at the beginning at Dec. 31, 2020	$ 359	(21,226,105)	(21,225,746)
Balance at the beginning (in shares) at Dec. 31, 2020	3,593,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(536,769)
Balance at the end at Sep. 30, 2021	$ 359	(21,786,742)	(21,786,383)
Balance at the end (in shares) at Sep. 30, 2021	3,593,750
Balance at the beginning at Mar. 31, 2021	$ 359	(16,114,654)	(16,114,295)
Balance at the beginning (in shares) at Mar. 31, 2021	3,593,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(3,821,824)	(3,821,824)
Change in value of Class A Common Stock subject to possible redemption		(4,740)	(4,740)
Balance at the end at Jun. 30, 2021	$ 359	(19,941,218)	(19,940,859)
Balance at the end (in shares) at Jun. 30, 2021	3,593,750
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(1,843,655)	(1,843,655)
Change in value of Class A Common Stock subject to possible redemption		(1,869)	(1,869)
Balance at the end at Sep. 30, 2021	$ 359	$ (21,786,742)	$ (21,786,383)
Balance at the end (in shares) at Sep. 30, 2021	3,593,750

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	9 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income (loss)	$ (536,769)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(23,867)
Change in fair value of warrant liability	(855,644)
Changes in operating assets and liabilities:
Prepaid assets	131,356
Other assets	(3,116)
Accrued expenses	411,199
Due to related party	(10,000)
Net cash used in operating activities	(886,841)
Net Change in Cash	(886,841)
Cash - Beginning of period	948,584
Cash - End of period	61,743
Non-cash financing activities:
Change in value of Class A common stock subject to possible redemption	$ (23,867)

Organization and Business Opera

Organization and Business Operations	9 Months Ended
Organization and Business Operations	Sep. 30, 2021
Organization and Business Operations
Organization and Business Operations	Note 1 — Organization and Business Operations Redbox Entertainment Inc. (the “Company”) was incorporated in Delaware on July 24, 2020 under the name “Seaport Global Acquisition Corp.” The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. In conjunction with the Business Combination with Redbox, the Company formed a wholly-owned subsidiary, Seaport Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”). Merger Sub did not have any activity as of September 30, 2021. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and initial public offering (the “Initial Public Offering”) which is described below, and working capital related to the consummation of an initial business combination. The registration statement for the Company’s Initial Public Offering was declared effective on November 27, 2020. On December 2, 2020, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriter of the overallotment option to purchase an additional 1,875,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,062,500 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Seaport Global SPAC, LLC (the “Sponsor”) generating gross proceeds of $6,062,500, which is described in Note 5. Transaction costs amounted to $8,361,625, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $455,375 of other offering costs. Following the closing of the Initial Public Offering on December 2, 2020, an amount of $145,187,500 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for an initial business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Business Combination Agreement On May 16, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Merger Sub, Redwood Holdco, LP (“Parent”), and Redwood Intermediate, LLC (“Redbox”). On October 22, 2021, SGAC, Parent and Redbox consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement. Immediately upon the completion of the Business Combination, Merger Sub merged with and into Redbox. In connection with the consummation of the Business Combination, SGAC changed its name to “Redbox Entertainment Inc.” In connection with the Business Combination, the Company provided the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination in connection with a stockholder meeting called to approve the Business Combination. The Business Combination Agreement and the Business Combination were approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on October 20, 2021 (the “Special Meeting”). On October 22, 2021, the parties to the Business Combination Agreement consummated the Business Combination and the other transactions contemplated thereby. At the Special Meeting, holders of 12,346,223 shares of the Company’s Class A Common Stock, sold in its Initial Public Offering, exercised their right to redeem those shares for cash at a price of approximately $10.10 per share, for an aggregate of approximately $124,723,926. The per share redemption price of $10.10 for public stockholders electing redemption was paid out of the Company’s Trust Account, which after taking into account the redemption and backstop, had a balance immediately prior to the Closing of approximately $20,495,097. In connection with the Business Combination, on October 12, 2021, SGAC entered into backstop subscription agreements (the “Backstop Agreements”) with certain subscribers (the “Backstop Subscribers”), including affiliates of Apollo Global Management, Inc. and the Sponsor, pursuant to which the Backstop Subscribers agreed, subject to certain conditions in the Backstop Agreements, to subscribe for and purchase up to an aggregate of 3,564,356 shares of SGAC Class A common stock in the event that more than 10,810,644 public shares of SGAC Class A common stock were submitted for redemption in connection with the Business Combination, for a purchase price of $10.10 per share. In accordance with the Backstop Agreements, on October 20, 2021, the Backstop Subscribers funded the approximately $20.2 million aggregate purchase price. Immediately prior to the Closing on October 22, 2021, SGAC issued an aggregate of 1,995,989 shares of Class A common stock to the Backstop Subscribers pursuant to the Backstop Agreements. PIPE Investment Concurrently with the execution of the Business Combination Agreement, SGAC entered into subscription agreements (the “Subscription Agreements”) with certain investors pursuant to which the Company agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of up to 5,000,000 shares of SGAC Class A common stock, par value $0.0001 per share for a purchase price of $10.00 per share (the “PIPE Investment”). The PIPE Investment closed immediately prior to the Business Combination on October 22, 2021. The shares of SGAC Class A common stock issued to the investors pursuant to the Subscription Agreements became shares of Redbox Entertainment Inc. upon consummation of the Business Combination. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of all 3,593,750 outstanding founder shares into shares of Class A common stock on a one-for-one basis and the issuance of an additional 5,000,000 shares of Class A common stock in the PIPE Investment and an additional 1,995,989 shares of Class A common stock pursuant to the Backstop Agreements), there were 45,388,516 shares of Common Stock, including 12,618,516 shares of Class A common stock and 32,770,000 shares of Class B common issued outstanding Liquidity and Going Concern As of September 30, 2021, the Company had $61,743 in its operating bank accounts and working capital of $(291,142). Until the consummation of an initial business combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating an initial business combination. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In the nine months to September 30, 2021, the Company reported negative net change in cash of $886,841, or an average of approximately $98,538 per month. On October 22, 2021, the company successfully consummated its Business Combination with Redbox Entertainment Inc., generating cash proceeds of $90.7 million before transaction fees. As of the Business Combination, the Company believes there is sufficient cash available for the next 12 months. For additional information, please see Note 10 Subsequent Events.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2021
Significant Accounting Policies
Significant Accounting Policies	Note 2 — 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on November 22, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 the financial statement in conformity with 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 financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Cash and Securities held in Trust Account At December 31, 2020, and September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to 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 unaudited condensed balance sheet. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 or December 31, 2020. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 16,843,750 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Below is a reconciliation of net income (loss) per common share: Three Months Nine Months Ended Ended September 30, September 30, 2021 2021 Net Loss per share for Class A common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class B common stock (368,731) (107,354) Adjusted net loss $ (1,474,924) $ (429,415) Weighted average shares outstanding of Class A common stock 14,375,000 14,375,000 Basic and diluted net loss per share, Class A common stock $ (0.10) $ (0.03) Net Loss per share for Class B common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class A common stock (1,474,924) (429,415) Adjusted net loss $ (368,731) $ (107,354) Weighted average shares outstanding of Class B common stock 3,593,750 3,593,750 Basic and diluted net loss per share, Class B common stock $ (0.10) $ (0.03) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Public Offering

Public Offering	9 Months Ended
Public Offering	Sep. 30, 2021
Public Offering
Public Offering	Note 3 — Public Offering On December 2, 2020, the Company sold 14,375,000 Units, at a purchase price of $10.00 per Unit, for aggregate proceeds of $143,750,000. Each Unit consists of one share of Class A common stock, and three-quarters

Private Placement Warrants

Private Placement Warrants	9 Months Ended
Private Placement Warrants	Sep. 30, 2021
Private Placement Warrants
Private Placement Warrants	Note 4 — Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $6,062,500 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In July 2020, the Company issued an aggregate of 3,593,750 shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of an initial business combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, the Founder Shares will be released from the lock-up. Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of an initial business combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At September 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an agreement, commencing on November 30, 2020 through the earlier of the Company’s consummation of an initial business combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2021, the Company has paid $30,000 and $90,000, respectively, as directed by the Sponsor, to a consultant engaged to provide administrative support services.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on November 27, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2021
Stockholders' Equity
Stockholders' Equity	Note 7 — Stockholders’ Equity Preferred Stock Class A Common Stock Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with an initial business combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in an initial business combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company may issue additional common stock or preferred stock to complete its initial business combination or under an employee incentive plan after completion of its initial business combination.

Warrant Liabilities

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2021
Warrant Liabilities
Warrant Liabilities	Note 8 - Warrant Liabilities Public Warrants Each whole warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per stock, subject to adjustment. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of an initial business combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common shares issuable upon exercise of the Public Warrants and a current prospectus relating to such common shares. Notwithstanding the foregoing, if a registration statement covering the Class A common shares issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of an initial business combination, the 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 the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of an initial business combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (except the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 9 - Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and at December 31, 2021, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ — $ — $ — $ — U.S Treasury Securities held in Trust Account 145,218,068 145,218,068 — — $ 145,218,068 $ 145,218,068 $ — $ — Liabilities: Public Warrants Liability $ 10,134,375 $ 10,134,375 $ — $ — Private Warrants Liability 6,332,732 — — 6,332,732 $ 16,467,107 $ 10,134,375 $ — $ 6,332,732 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 281 $ 281 $ — $ — U.S Treasury Securities held in Trust Account 145,193,921 145,193,921 — — $ 145,194,202 $ 145,194,202 $ — $ — Liabilities: Public Warrants Liability $ 10,975,313 $ 10,975,313 $ — $ — Private Warrants Liability 6,347,438 — — 6,347,438 $ 17,322,751 $ 10,975,313 $ — $ 6,347,438 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on December 2, 2020, the date of the Company’s Initial Public Offering, and for the Private Warrants as of December 31, 2020 and September 30, 2021, using a Monte Carlo simulation model. For subsequent measurement of the Public Warrants as of December 31, 2020 and September 30, 2021, the Company used observable market quotes for the warrants. The subsequent measurement of the Public Warrants as of December 31, 2020 and September 30, 2021 is classified as Level 1 due to the use of an observable market quotes in an active market. The Private Warrants were classified as Level 3 at the initial measurement date and subsequent measurement dates due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation used for the Private Warrants as of September 30, 2021 and December 31, 2020 were as follows: Inputs September 30, 2021 December 31, 2020 Risk-free interest rate 1.12 % 0.5 % Expected term remaining (years) 5.82 5.96 Expected volatility 14.4 % 16.2 % Stock price $ 10.060 $ 10.02

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events On July 8, 2021, the Company filed a preliminary proxy statement/prospectus with the SEC related to the Business Combination Agreement. On October 22, 2021, the Company completed the Business Combination and changed its name to Redbox Entertainment Inc. In conjunction with the Business Combination, the holders of 12,346,223 shares of SGAC’s Class A common stock sold in the Initial Public Offering exercised their right to redeem those shares for cash at a price of approximately $10.10 per share, for an aggregate of approximately $124.7 million, which redemption occurred concurrent with the consummation of the Business Combination. The Company also completed the sale of 5,000,000 shares of Class A common stock for $50.0 million in the PIPE Investment described in Note 1. In accordance with ASC Topic 855 Subsequent Events, no other events require adjustment or disclosure.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2021
Significant Accounting Policies
Basis of Presentation	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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on November 22, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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	Use of Estimates The preparation of the financial statement in conformity with 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 financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Cash and Securities held in Trust Account	Cash and Securities held in Trust Account At December 31, 2020, and September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to 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 unaudited condensed balance sheet.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 or December 31, 2020. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 16,843,750 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Below is a reconciliation of net income (loss) per common share: Three Months Nine Months Ended Ended September 30, September 30, 2021 2021 Net Loss per share for Class A common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class B common stock (368,731) (107,354) Adjusted net loss $ (1,474,924) $ (429,415) Weighted average shares outstanding of Class A common stock 14,375,000 14,375,000 Basic and diluted net loss per share, Class A common stock $ (0.10) $ (0.03) Net Loss per share for Class B common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class A common stock (1,474,924) (429,415) Adjusted net loss $ (368,731) $ (107,354) Weighted average shares outstanding of Class B common stock 3,593,750 3,593,750 Basic and diluted net loss per share, Class B common stock $ (0.10) $ (0.03)
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recently Adopted Accounting Standards	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting polici_3

Significant Accounting policies (Tables)	9 Months Ended
Significant Accounting policies (Tables)	Sep. 30, 2021
Significant Accounting Policies
Schedule of reconciliation of net income per common share	Three Months Nine Months Ended Ended September 30, September 30, 2021 2021 Net Loss per share for Class A common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class B common stock (368,731) (107,354) Adjusted net loss $ (1,474,924) $ (429,415) Weighted average shares outstanding of Class A common stock 14,375,000 14,375,000 Basic and diluted net loss per share, Class A common stock $ (0.10) $ (0.03) Net Loss per share for Class B common stock: Net loss $ (1,843,655) $ (536,769) Less: Allocation of loss to Class A common stock (1,474,924) (429,415) Adjusted net loss $ (368,731) $ (107,354) Weighted average shares outstanding of Class B common stock 3,593,750 3,593,750 Basic and diluted net loss per share, Class B common stock $ (0.10) $ (0.03)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2021
Fair Value Measurements
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis	Quoted Significant Significant Prices In Other Other Active Observable Unobservable September 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ — $ — $ — $ — U.S Treasury Securities held in Trust Account 145,218,068 145,218,068 — — $ 145,218,068 $ 145,218,068 $ — $ — Liabilities: Public Warrants Liability $ 10,134,375 $ 10,134,375 $ — $ — Private Warrants Liability 6,332,732 — — 6,332,732 $ 16,467,107 $ 10,134,375 $ — $ 6,332,732 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 281 $ 281 $ — $ — U.S Treasury Securities held in Trust Account 145,193,921 145,193,921 — — $ 145,194,202 $ 145,194,202 $ — $ — Liabilities: Public Warrants Liability $ 10,975,313 $ 10,975,313 $ — $ — Private Warrants Liability 6,347,438 — — 6,347,438 $ 17,322,751 $ 10,975,313 $ — $ 6,347,438
Schedule of key inputs into the Monte Carlo simulation model for the Public Warrants and Private Placement Warrants	Inputs September 30, 2021 December 31, 2020 Risk-free interest rate 1.12 % 0.5 % Expected term remaining (years) 5.82 5.96 Expected volatility 14.4 % 16.2 % Stock price $ 10.060 $ 10.02

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	Dec. 02, 2020	Sep. 30, 2021	Dec. 31, 2020
Organization and Business Operation
Maturity term of U.S government securities		185 days	185 days
Working capital		$ (291,142)
Initial Public Offering
Organization and Business Operation
Number of units sold	14,375,000
Share price	$ 10
Gross proceeds	$ 143,750,000
Net proceeds	145,187,500
Proceeds From Issuance of Units	$ 143,750,000
Number of shares exercisable to purchase per warrant	1
Unit price	$ 10.10
Maturity term of U.S government securities	185 days
Underwriting fees	$ 2,875,000
Deferred underwriting fees	5,031,250
Offering costs	8,361,625
Other offering cost	$ 455,375
Private Placement
Organization and Business Operation
Number of warrants issued	6,062,500
Price per warrant	$ 1
Proceeds from issuance of warrants	$ 6,062,500
Number of shares exercisable to purchase per warrant	1
Over-allotment
Organization and Business Operation
Number Of Units Granted To Underwriters	1,875,000
Share price	$ 10

Organization and Business Ope_3

Organization and Business Operations - Business Combination Agreement (Details) - USD ($)	Oct. 22, 2021	Oct. 20, 2021	Oct. 12, 2021	Jul. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Founder Shares
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Subscription Agreements \| Subsequent event
Share Price	$ 10.10
Redemption of shares	12,346,223
Price per unit	$ 10.10
Aggregate amount for redemption of shares	$ 124,723,926
Backstop Agreements \| Subsequent event
Share Price			$ 10.10
Aggregate amount for redemption of shares	$ 20,495,097	$ 20,200,000
PIPE Investment \| Subsequent event
Common stock, shares issued	45,388,516
Common stock, shares outstanding	45,388,516
Class A Common Stock
Common stock, par value					$ 0.0001
Common stock, shares issued					0	0
Common stock, shares outstanding					0	0
Class A Common Stock \| Backstop Agreements
Common stock, shares issued	1,995,989
Class A Common Stock \| Backstop Agreements \| Subsequent event
Number of shares to be issued in the event that more than specified limit for public shares were submitted for redemption			3,564,356
Minimum Shares Submitted For Redemption Required For Shares Issuance			10,810,644
Class A Common Stock \| PIPE Investment \| Subsequent event
Common stock, shares issued	12,618,516
Common stock, shares outstanding	12,618,516
Warrants to purchase shares of common stock	16,843,750
Class A Common Stock \| PIPE Investment \| Subsequent event \| Founder Shares
Common stock, shares outstanding	3,593,750
Number of Class A common stock issued upon conversion of each share (in shares)			1
Class A Common Stock \| PIPE Investment \| Subscription Agreements \| Subsequent event
Common stock, par value	$ 0.0001
Share Price	$ 10
Common stock, shares issued	5,000,000
Class A Common Stock \| PIPE Investment \| Backstop Agreements \| Subsequent event
Common stock, shares issued	1,995,989
Class B Common Stock
Common stock, par value					$ 0.0001	$ 0.0001
Common stock, shares issued					3,593,750	3,593,750
Common stock, shares outstanding					3,593,750	3,593,750
Number of Class A common stock issued upon conversion of each share (in shares)					1
Class B Common Stock \| PIPE Investment \| Subsequent event
Common stock, shares issued	32,770,000
Common stock, shares outstanding	32,770,000

Organization and Business Ope_4

Organization and Business Operations - Liquidity and Going Concern (Details) - USD ($)	Oct. 22, 2021	Sep. 30, 2021
Operating bank account		$ 61,743
Working capital		(291,142)
Net change in cash		886,841
Net change in cash, per month		$ 98,538
Subsequent event
Cash proceeds before transaction fees	$ 90,700,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Dec. 02, 2020	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Investments Maximum Maturity Term		185 days	185 days
Unrecognized Tax Benefits		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Investments Maximum Maturity Term	185 days

Significant Accounting Polici_5

Significant Accounting Policies - Net Income Per Common Share (Details) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Net Income (loss) per share
Net income (loss)	$ (1,843,655)	$ (3,821,824)	$ 5,128,710	$ (536,769)
Antidilutive securities excluded from computation of earnings per share				16,843,750	16,843,750
Class A Common Stock
Net Income (loss) per share
Less: Allocation of loss to common stock	1,474,924			$ 429,415
Adjusted net loss	$ (1,474,924)			$ (429,415)
Weighted Average Number of Shares Outstanding, Basic	14,375,000			14,375,000
Weighted Average Number of Shares Outstanding, Diluted	14,375,000			14,375,000
Earnings per share, Basic	$ (0.10)			$ (0.03)
Earnings per share, diluted	$ (0.10)			$ (0.03)
Class A Common Stock Subject to Redemption
Net Income (loss) per share
Weighted Average Number of Shares Outstanding, Basic	14,375,000			14,375,000
Weighted Average Number of Shares Outstanding, Diluted	14,375,000			14,375,000
Earnings per share, Basic	$ (0.10)			$ (0.03)
Earnings per share, diluted	$ (0.10)			$ (0.03)
Class B Common Stock
Net Income (loss) per share
Less: Allocation of loss to common stock	$ 368,731			$ 107,354
Adjusted net loss	$ (368,731)			$ (107,354)
Weighted Average Number of Shares Outstanding, Basic	3,593,750			3,593,750
Weighted Average Number of Shares Outstanding, Diluted	3,593,750			3,593,750
Earnings per share, Basic	$ (0.10)			$ (0.03)
Earnings per share, diluted	$ (0.10)			$ (0.03)

Significant Accounting Polici_6

Significant Accounting Policies - Concentration of Credit Risk (Details)	Sep. 30, 2021USD ($)
Significant Accounting Policies
Federal depository insurance coverage	$ 250,000

Public Offering (Details)

Public Offering (Details) - Initial Public Offering	Dec. 02, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of units sold	14,375,000
Share price \| $ / shares	$ 10
Proceeds From Issuance of Units \| $	$ 143,750,000
Number of unit consists class A ordinary shares	1
Number of Public Warrants that each unit consists	0.75
Shares issuable per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50

Private Placement Warrants (Det

Private Placement Warrants (Details) - Private Placement	Dec. 02, 2020USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued \| shares	6,062,500
Shares issuable per warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 11.50
Proceeds from issuance of warrants \| $	$ 6,062,500
Price per warrant \| $ / shares	$ 1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Founder Shares	1 Months Ended
	Jul. 31, 2020USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Number of shares issued \| shares	3,593,750
Aggregate purchase price \| $	$ 25,000
Restrictions on transfer period of time after business combination completion	1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares	$ 12
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Nov. 30, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Loans \| Working Capital Loans
Related Party Transaction [Line Items]
Maximum loans converted into warrants		$ 1,500,000	$ 1,500,000
Price per warrant			$ 1
Outstanding balance of related party note		0	$ 0	$ 0
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Administrative expenses - related party		$ 30,000	$ 90,000
Expenses per month	$ 10,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	Sep. 30, 2021USD ($)item$ / shares
Commitments and Contingencies
Deferred fee per unit \| $ / shares	$ 0.35
Deferred Underwriting Commissions \| $	$ 5,031,250
Maximum number of demands can be made by majority holders \| item	3

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock (Details) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details)	9 Months Ended
Stockholders' Equity - Common Stock (Details)	Sep. 30, 2021Vote$ / sharesshares	Dec. 31, 2020$ / sharesshares
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common shares, votes per share \| Vote	1
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Shares subject to possible redemption, outstanding	14,375,000	14,375,000
Common Stock, Number Of Votes Per Share \| Vote	1
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common stock, shares issued	3,593,750	3,593,750
Common stock, shares outstanding	3,593,750	3,593,750
Number of Class A common stock issued upon conversion of each share (in shares)	1
Percentage of issued and outstanding shares held by initial stockholders	20.00%
Common Stock, Number Of Votes Per Share \| Vote	1

Warrant Liabilities (Details)

Warrant Liabilities (Details)	9 Months Ended
Warrant Liabilities (Details)	Sep. 30, 2021$ / shares
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Public Warrants Liability
Class of Warrant or Right [Line Items]
Exercise price of warrant	$ 11.50
Public Warrants exercisable term from the closing of the Business Combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Period of time within which registration statement is expected to become effective	60 days
Warrant term	5 years
Share price	$ 9.20
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	180.00%
Private Warrants Liability
Class of Warrant or Right [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Class A Common Stock \| Public Warrants Liability
Class of Warrant or Right [Line Items]
Threshold consecutive trading days for redemption of public warrants	20 days
Share price	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	$ 145,218,069	$ 145,194,202
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,218,068	145,194,202
Liabilities	16,467,107	17,322,751
Recurring \| Public Warrants Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	10,134,375	10,975,313
Recurring \| Private Warrants Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	6,332,732	6,347,438
Recurring \| U.S. Money Market held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent		281
Recurring \| U.S Treasury Securities held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,218,068	145,193,921
(Level 1) \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,218,068	145,194,202
Liabilities	10,134,375	10,975,313
(Level 1) \| Recurring \| Public Warrants Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	10,134,375	10,975,313
(Level 1) \| Recurring \| U.S. Money Market held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent		281
(Level 1) \| Recurring \| U.S Treasury Securities held in Trust Account
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets Held-in-trust, Noncurrent	145,218,068	145,193,921
(Level 3) \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	6,332,732	6,347,438
(Level 3) \| Recurring \| Private Warrants Liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 6,332,732	$ 6,347,438

Fair Value Measurements - Monte

Fair Value Measurements - Monte Carlo (Details)	Sep. 30, 2021	Dec. 31, 2020
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.12	0.5
Expected term remaining (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.82	5.96
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	14.4	16.2
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	10.060	10.02

Subsequent Event - PIPE Investm

Subsequent Event - PIPE Investment (Details)	Oct. 22, 2021USD ($)$ / sharesshares
Subscription Agreements \| PIPE Investment
Subsequent Event [Line Items]
Aggregate purchase price \| $	$ 50,000,000
Subsequent event \| PIPE Investment
Subsequent Event [Line Items]
Number of shares issued \| shares	5,000,000
Subsequent event \| Subscription Agreements
Subsequent Event [Line Items]
Redemption of shares \| shares	12,346,223
Price per unit \| $ / shares	$ 10.10
Aggregate amount for redemption of shares \| $	$ 124,723,926